Secretarial standard on General meetings

Salient features of Revised Secretarial Standards for General Meetings – SS2

1)     Applies to a section 8 company also but all other provisions of the Act relating to the General meetings are still applicable to a section 8 company;

2)    In case of a nidhi company, general meeting notice need to be served individually only on members holding shares of face value of more than Rs.1000 or more than 1% of the paid up share capital of the company, whichever is less. For other members, notice is by way of a newspaper notice in a newspaper circulated in the place where registered office is situated and on the notice board of the company;

3)     In case of companies having a website, the notice shall simultaneously be hosted on the website till the conclusion of the meeting. In case of a private company, the notice shall be hosted on the website of the company, if any, unless otherwise provided in the articles. This is an additional compliance even for small private companies which have websites. Nowadays every small company has a website for its promotion etc. The word used here is “shall” instead of “may” so this mandates compliance by all companies having websites. This is an unnecessary burden on the private companies to comply with this requirement. The only alternative they have is to amend the articles to provide that the notice need not be hosted on the website of the company. 

4)    Route map of AGM is not necessary for a closely held private company, where only the Directors and their family members are the shareholders or a wholly owned subsidiary company. This is a welcome relief for the small private companies. The whole purpose of putting route map in the notice was infructuous.

5)    Notice of the annual general meeting shall also specify the serial number of the meeting. By serial number I am assuming the no. of annual general meetings held in a company since its inception.

6)   Consent for shorter notice for the general meeting can be received any time before the meeting commences. It means that consent can be received 10 minutes before the meeting starts also. Government is toting this as “ease of doing business” 

7)   The authority letter from corporates for the annual general meeting shall,

(a)          in case of remote e-voting, be received before close of e-voting;

(b)          in case of postal ballot, shall be received alongwith the postal ballot form; and

(c)          if he is attending the meeting, then the letter should be sent before the commencement of the meeting.

8)   Nidhi companies are not required to provide e-voting facilities to their members;

9)   In case of Nidhi, no member shall exercise voting rights on a poll in excess of 5% of the total voting rights of the equity shareholders;

10)In case of a private company, a member who is a related party is entitled to vote on such resolution. This was always the case under the earlier Companies Act, 1956 also, only it has now been codified in the Standards.

11) The results of the voting at the general meeting needs to be displayed for at least three days at the notice board of the company at its registered office and also its Head Office and Corporate Office wherever it is situated. This is over and above displaying of the results at the company’s website, if any.  Before amendment, the three days’ time limit was not specified. This is another example of compliance overreach.

12) At a poll at the general meeting, it is not necessary that one of the scrutinizer shall be the member of the company.

13) Minutes of the meeting can be maintained in electronic form and it need not have a timestamp.

14) Minutes if they are maintained in loose leaf form, shall be bound periodically, at least once in every three years.

15) Minutes Book shall be kept only at the registered office of the company, not at any other place.

16) No need for minutes to state the conclusion time of the meeting;

17) Most of the other amendments are either rectification of the drafting errors or aligning the standards to be in line with the Act and/ or Rules thereof.

Brought in Dead

Written by Jack Higgins, but originally published under the name of Harry Peterson, this Nick Miller series features an apparent suicide by a young girl who has gone to great lengths to conceal her identity. When Nick and his colleague Brady finally identify her, she is Joanne Craig, a gifted painter and daughter of Colonel Duncan Craig. Joanne is a quiet, well mannered dutiful girl but changes completely upon coming into contact with one Max Vernon a rich thug & drug dealer. Under Vernon, Joanne becomes a drug addict herself, becomes pregnant and when Vernon throws her out, she goes and commits suicide. The judge and jury let of Max Vernon on no evidence basis. But the father who is an ex-military operative and an electrical engineer to boot, seeks revenge for the death of his daughter. There is a nice cat and mouse game being played between Max, Nick and Craig, with Craig using his intelligence to kill one of his Vernon's agents after another.

Jack Higgins, whose real name is Harry Peterson, is of course a well known author for his fast paced crime thrillers. This is my second book of him, first one being "The Last Place God Made"  

A Deadly Shade of Gold

My first one of the Travis McGee series by John MacDonald, the plot twists and turns literally into so many parts that you begin to wonder where this character came from. McGee is drawn into a murder of his close friend, who himself is drawn into some shady dealings with some pure gold Aztec statuette that have some value. McGee sets off on a quest to find out who killed his friend which takes him into a small village in Mexico. The plot slowly unravels every time McGee visits a new adventure, we start learning something about the story. Still it is not a linear narrative so we start tucking into one twist after another. We move from Mexico to Los Angeles, where the finale is set. Bodies start dropping one after another, all the bad guys go off one after another. McGee starts getting the hang of the plot more than us, of course, but we are still drawn to the end of the story through one sub-text after another. McGee is not the atypical detective, so his methods are unconventional but brutal in the end. Some perniciously vile characters are presented to us along the way.

John MacDonald is an American writer and the Travis McGee series spawned the 60s to mid 80s and were fairly successful.  This book was published in 1965.
My rating 3/5 

BEST bus no. 262

The BEST should add more services during the morning & evening peak hours on the no. 262 Goregaon Station - Ayyappa Mandir route. I say this because many passengers take the share auto from the end of M.G. Road during this period and even the share autos are not available most of the times, so a big queue is formed there also. So this is a good opportunity for BEST to capture that market of short distance passengers to Goregaon station. I would suggest to keep one bus every 15 minutes starting from 7.30 a.m. to 10.30 a.m. in the morning and from 4.30 p.m. to 8.30 p.m. In the evening also there is a huge shortage of auto rickshaws from the Goregoan station to Link Road, so this service could be very beneficial for the people plus it will also get some good business for BEST. They will get passengers from Bangur Nagar, Motilal Nagar, and all along M.G. Road. BEST needs to be innovative to get more business in view of the fact that their power division is not subsidising their transport division anymore and their huge losses. Rickshaws will lose business but who the hell cares for them considering their blatant refusals to ply passengers except to their favoured destinations. 

violation at traffic signal

Today when i was coming to office by BEST bus, the bus stopped at a  traffic signal well before the parallel lines before the zebra crossing. There was one motorbike also similarly standing before the bus but well within the zebra crossing line. Whereupon comes one other motor biker from behind and he was constantly honking to the other motor biker to go ahead. But the guy in front totally refused to go ahead. Again the biker came and shouted at the front biker to move ahead. Whereupon the first biker told him of the zebra crossing rule and pointed to the CCTV installed up there on the opposite side. Some altercation took place between the two, the second biker moved ahead regardless. We were watching all these from the BEST bus. There's compliance for you, technology in the form of CCTV forces compliance on some, but some do not bother. I am sure the second biker comes into the category of people who will not pay the traffic challan at all when it is automatically issued on the basis of his violation of the specific rule. 

Mutual Fund Schemes - Rationalisation & Categorisation

SEBI circular dated 6th October, 2017

http://www.sebi.gov.in/legal/circulars/oct-2017/categorization-and-rationalization-of-mutual-fund-schemes_36199.html

Subject: Categorization and Rationalization of Mutual Fund Schemes

1. It is desirable that different schemes launched by a Mutual Fund are clearly distinct in terms of asset allocation, investment strategy etc. Further, there is a need to bring in uniformity in the characteristics of similar type of schemes launched by different Mutual Funds. This would ensure that an investor of Mutual Funds is able to evaluate the different options available, before taking an informed decision to invest in a scheme.

2. In order to bring the desired uniformity in the practice, across Mutual Funds and to standardize the scheme categories and characteristics of each category, the issue was discussed in Mutual Fund Advisory Committee (MFAC). Accordingly, it has been decided to categorize the MF schemes as given below:

I. Categories of Schemes, Scheme Characteristics and Type of Scheme (Uniform Description of Schemes):

3. The Schemes would be broadly classified in the following groups:
a. Equity Schemes
b. Debt Schemes
c. Hybrid Schemes
d. Solution Oriented Schemes
e. Other Schemes

The details of the scheme categories under each of the aforesaid groups along with their characteristics and uniform description are given in the Annexure.

4. As per the annexure, the existing ‘type of scheme’ (presently mentioned below the scheme name in the offer documents/ advertisements/ marketing material/etc) would be replaced with the type of scheme (given in the third column of the tables in the Annexure) as applicable to each category of scheme. This will enhance the existing disclosure. Hence, for the purpose of alignment of the existing schemes with the provisions of this circular, change in “type of scheme” alone, would not be considered as a change in fundamental attribute.

5. In case of Solution oriented schemes, there will be specified period of lock in as stated in the Annexure. However, the said lock- in period would not be applicable to any existing investment by an investor, registered SIPs and incoming STPs in the existing solution oriented schemes as on the date on which such scheme is getting realigned with the provisions of this circular.

6. The investment objective, investment strategy and benchmark of each scheme shall be suitably modified (wherever applicable) to bring it in line with the categories of schemes listed above.

II. Definition of Large Cap, Mid Cap and Small Cap:

7. In order to ensure uniformity in respect of the investment universe for equity schemes, it has been decided to define large cap, mid cap and small cap as follows:

a. Large Cap: 1 st -100 th company in terms of full market capitalization
b. Mid Cap: 101 st -250th company in terms of full market capitalization
c. Small Cap: 251st company onwards in terms of full market capitalization

8. Mutual Funds would be required to adopt the list of stocks prepared by AMFI in this regard and AMFI would adhere to the following points while preparing the list:

a. If a stock is listed on more than one recognized stock exchange, an average of full market capitalization of the stock on all such stock exchanges, will be computed;

b. In case a stock is listed on only one of the recognized stock exchanges, the full market capitalization of that stock on such an exchange will be considered.

c. This list would be uploaded on the AMFI website and the same would be updated every six months based on the data as on the end of June and December of each year. The data shall be available on the AMFI website within 5 calendar days from the end of the 6 months period.

9. Subsequent to any updation in the list, Mutual Funds would have to rebalance their portfolios (if required) in line with updated list, within a period of one month.

III. Process to be followed for categorization and rationalization of schemes:

a. Only one scheme per category would be permitted, except:
i. Index Funds/ ETFs replicating/ tracking different indices;
ii. Fund of Funds having different underlying schemes; and
iii. Sectoral/ thematic funds investing in different sectors/ themes

b. Mutual Funds would be required to analyze each of their existing schemes in light of the list of categories stated herein and submit their proposals to SEBI after obtaining due approvals from their Trustees as early as possible but not later than 2 months from the date of this circular.

c. The aforesaid proposals of the Mutual Funds would also include the proposed course of action (viz., winding up, merger, fundamental attribute change etc.) in respect of the existing similar schemes as well as those that are not in alignment to the categories stated herein.

d. Subsequent to the observations issued by SEBI on the proposals, Mutual Funds would have to carry out the necessary changes in all respects within a maximum period of 3 months from the date of such observation.

e. Where there is a merger of schemes/change of fundamental attribute(s) of a scheme (as laid down under SEBI Circular No. IIMARP/MF/CIR/01/294/98 dated February 4, 1998), the AMCs would be required to comply with Regulation 18 (15A) of SEBI (Mutual Funds Regulation, 1996).

f. Mutual Funds are advised to strictly adhere to the scheme characteristics stated herein as well as to the spirit of this circular. Mutual Funds must ensure that the schemes so devised should not result in duplication/minor modifications of other schemes offered by them. The decision of SEBI in this regard shall be binding on all the mutual funds.

IV. Applicability of this circular:

a. All existing open ended schemes of all Mutual Funds
b. All such open ended schemes where SEBI has issued final observations but have not yet been launched.
c. All open ended schemes in respect of which draft scheme documents have been filed with SEBI as on date
d. All open ended schemes for which a mutual fund would file draft scheme document.

This circular is issued in exercise of the powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992, read with the provision of Regulation 77 of SEBI (Mutual Funds) Regulations, 1996 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Minimum Public Shareholding requirements

Circular issued by SEBI dated 10th October, 2017

http://www.sebi.gov.in/legal/circulars/oct-2017/non-compliance-with-the-minimum-public-shareholding-mps-requirements_36216.html


Sub: Non-compliance with the Minimum Public Shareholding (MPS) requirements

1. Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) mandates a listed entity to comply with the Minimum Public Shareholding(“MPS”) requirements specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time.

2. In terms of sub regulation (1) of regulation 97 of the Listing Regulations, recognized Stock Exchanges are mandated to monitor compliance by listed entities with the provisions of the Listing Regulations.

3. Sub regulations (1) and (2) of regulation 98 of Listing Regulations inter-alia specify the liability of a listed entity or any other person for contravention and action which can be taken by the respective recognized stock exchange and the revocation of such action, in the manner specified by the Board.

4. In order to maintain consistency and uniformity of approach in the enforcement of MPS norms mandated under regulation 38 of the Listing Regulations, the below mentioned procedure shall be followed by the recognised stock exchanges/depositories, as applicable, with respect to non-compliant listed entities, their promoters and directors: 4.1. The recognized stock exchanges shall review compliance with MPS requirements based on shareholding pattern/ other filings made with them by the listed entities from time to time. Within 15 days from date of observation of non-compliance, the stock exchanges shall issue notices to such entities intimating all actions taken/ being taken as per this circular and advise the entities to ensure compliance.

4.2. On observing non-compliance:

4.2.1. The recognized stock exchange shall impose a fine of ₹5,000/- per day of non-compliance on the listed entity and such fine shall continue to be imposed till the date of compliance by such listed entity.

4.2.2. The recognized stock exchange shall intimate the depositories to freeze the entire shareholding of the promoter and promoter group in such listed entity till the date of compliance by such entity. The above restriction shall not be an impediment for the entity for compliance with the minimum public shareholding norms through the methods specified/approved by SEBI.

4.2.3. The promoters, promoter group and directors of the listed entity shall not hold any new position as director in any other listed entity till the date of compliance by such entity. An intimation to this effect shall be provided to the listed entity by the recognized stock exchange and the listed entity shall subsequently intimate the same to its promoters, promoter group and directors.

4.3. In cases where the listed entity continues to be non-compliant for a period more than one year:

4.3.1. The recognized stock exchange shall impose an increased fine of ₹10,000/- per day of non-compliance on the listed entity and such fine shall continue to be imposed till the date of compliance by such listed entity.

4.3.2. The recognized stock exchange shall intimate the depositories to freeze all the securities held in the Demat account of the promoter and promoter group till the date of compliance by such entity. The above restriction shall not be an impediment for the entity with respect to compliance with the minimum public shareholding norms through the methods specified/approved by SEBI.

4.3.3. Direction as per clause 4.2.3 above shall continue till the date of compliance by such entity.

5. The recognized stock exchange may also consider compulsory delisting of the non-compliant listed entity in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time.

6. The recognized stock exchanges may keep in abeyance the action or withdraw the action in specific cases where specific exemption from compliance with MPS requirements under the Listing Regulations/ moratorium on enforcement proceedings has been provided under any Act, Court/Tribunal Orders etc.

7. In case it is observed that the listed entity has adopted a method for complying with MPS requirements which is not prescribed by SEBI under clauses (2)(i) to (vi) under SEBI circular No. CIR/CFD/CMD/14/2015 dated November 30, 2015 and approval for the same has not been obtained from SEBI under clause 2 (vii) of the said circular, the recognized stock exchanges shall refer such cases to SEBI.

8. With respect to the fines as stated above:

8.1. The amount of fine realized as per the above structure shall be credited to the "Investor Protection Fund" of the concerned recognized stock exchange.

8.2. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as stated above, the recognized stock exchange may initiate appropriate action.

9. Upon intimation of compliance by the listed entity with the MPS requirements, the concerned recognized stock exchange shall, on being satisfied of such compliance:

9.1. intimate the depositories to unfreeze the shares and other securities of the promoter and promoter group of the listed entity.

9.2. intimate the listed entity that directions imposed in terms of clause 4.2.3 above shall not continue and the listed entity shall subsequently intimate the same to its promoters, promoter group and directors.

9.3. disseminate the information in its website regarding the compliance achieved by the listed entity.

10. The recognized stock exchanges shall periodically disclose on their website the following–

10.1. Names of non-compliant entities, amount of fine imposed, freezing of shares held by the promoters and promoter group and other actions taken against the entity;

10.2. Status of compliance including details regarding fine paid by the entity.

11. The recognized stock exchanges may, having regard to the interests of investors and the securities market, take appropriate action in line with the principles and  procedures laid down in this Circular. Any deviation, therefore, should not dilute the spirit of the policy contained herein and may be made on reasonable grounds to be recorded in writing.

12. In order to ensure effective enforcement of the Listing Regulations, the depositories, on receipt of intimation from concerned recognized stock exchange shall freeze or unfreeze the shareholding of the promoter and promoter group in such entity and the other securities held by them, as applicable.

13. The actions specified in this Circular are without prejudice to the power of SEBI to take action under the securities laws for violation of the MPS requirements.

14. The Stock Exchanges are advised to bring the provisions of this Circular to the notice of listed entities and also to disseminate the same on its website.

15. This Circular shall come into force with immediate effect.

16. For entities which are non-compliant as on date of this circular:

16.1. The stock exchanges shall undertake such action as prescribed under clause 4.2 or clause 4.3 of this circular depending on the period of non-compliance by the entity. However, the fines, as applicable, shall be imposed prospectively from the date of this circular.

16.2. The provisions of this circular shall not apply to those entities where orders have already been passed by SEBI under provisions of Securities and Exchange Board of India Act, 1992/Securities Contracts (Regulation) Act, 1956 in relation to non-compliance with MPS requirements.

17. This Circular is issued under regulations 97, 98, 99 and 101 of Listing Regulations.