Online Regn for SEBI intermediaries

http://www.sebi.gov.in/legal/circulars/may-2017/online-registration-mechanism-for-securities-market-intermediaries_34793.html

SEBI has started the process for online registration for all financial market intermediaries. The link for online registration is 

https://siportal.sebi.gov.in/intermediary/index.html

The portal shall include online application for registration, processing of application, grant of final registration, application for cancellation/ surrender, submission of periodical reports, requests for change of address/ name change etc.

The portal is now applicable for the following intermediaries, viz

i) Stock Brokers

ii) Sub-brokers

iii) Merchant Bankers

iv) Underwriters

v) Registrars to an Issue and Share Transfer Agent

vi) Debenture Trustees

vii) Bankers to an Issue

viii) Credit Rating Agency

The portal shall be operational for depository participants from 31^stMay, 2017.

Henceforth all applications for registration/ surrender/ other requests shall be made on the portal only.

However, the applicants will be separately required to send relevant documents viz. declarations/ undertakings required as part of the application process, in physical form but for record keeping purpose only. The online processing will not be impacted.

The applications in respect of stock brokers/ sub brokers/ depository participants shall be continued to be made through stock exchanges/ depositories respectively. Hard copies of documents submitted by these intermediaries shall be retained by the stock exchanges/ depositories and will be produced at SEBI whenever called for.

Net Owned Funds for ARCs

RBI has vide its notification dated 28th April, 2017 stipulated minimum Net Owned Fund (NOF) requirement by Asset Reconstruction Companies (ARCs) at Rs.100 crores on an ongoing basis.

All the ARCs which are already registered with Reserve Bank of India as on the date of the Notification and not having the revised minimum NOF as on date shall achieve a minimum NOF of ₹ 100 crore latest by March 31, 2019. ARCs shall submit a certificate from their Statutory Auditors periodically as evidence of compliance thereof.

NOF shall be arrived at by reducing from Owned Fund (OF), as defined in the Notification DNBR (PD).CC.No.03/SCRC/26.03.001/2015-16 dated July 1, 2015, the amounts representing -

i. investments of the ARC in shares of –

1. its subsidiaries;
2. companies in the same group;
3. all other ARCs; and

ii. the book value of debentures, bonds, outstanding loans and advances made to, and deposits with, -

1. subsidiaries of the ARC; and
2. companies in the same group,

to the extent such amount exceeds 10% of the OF.

Copy of the RBI notification can be found here

https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=10949&Mode=0

merger/ amalgamations of foreign co with Indian co and vice versa

The Ministry of Corporate Affairs has vide its notification dated 13th april, 2017 amended the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 by inserting a rule 25A therein. 

Rule 25A provides for merger/ amalgamation of a foreign company with Indian company and vice versa.  In both cases mergers will take place only after obtaining prior approval of the RBI and after complying with the provisions of sections 230 to 232 of the Companies Act, 2013, which deals with mergers and amalgamations. The transferee company, in both cases has to ensure that valuations are done by valuers who are members of recognised professional body in the respective jurisdictions. The valuation should be in accordance with internationally accepted principles on accounting and valuation. 

After obtaining the RBI approval, the companies shall file an application to the Tribunal 

Amendment to Schedule V to the Companies Act, 2013

MCA has vide its notification dated 12th September, 2016 amended the Schedule V to the Companies Act, 2013. The salient features of the amendment are as follows:

1) In Part II, Section II, the limits have been doubled for each slab i.e.

a) where the effective capital is negative or less than Rs.5 crores - Rs.60 lakhs
b) effective capital between Rs.5 crores & above to less than Rs.100 crores - Rs.84 lakhs
c) effective capital between Rs.100 crores & above to less than Rs.250 crores - Rs.120 lakhs
d) effective capital of more than Rs.250 crores - Rs.120 lakhs plus 0.01% of the effective capital in excess of Rs.250 crores.

This is given in section A

2) Section B has been completely changed as follows:

Section B says that in case of a managerial person who is functioning in a professional capacity, no approval of Central Government is required is he is not having any shareholding interest in the company or its holding or subsidiary company directly or indirectly or through any structures and not having any interest or related to directors or promoters of the company or its holding or subsidiary company at any time within two years before his date of appointment. He should also be a graduate with specialisation and expertise in the field in which the company operates. There is a proviso however which states that he does not become disqualified merely because he is allotted shares under ESOP or directors' qualification shares and which is not more than 0.5% of the share capital of the company.

The Section II begins with "where in any financial year during the currency of tenure of a managerial person, a company has no profits or its profits are inadequate, it may, without Central Government approval, pay remuneration to the managerial person not exceeding the limits given in (A) and (B) given below:"

The existing wording below section II says "not exceeding the higher of the limits under (A) and (B) given below"

While (A) does specify some limits like enumerated above depending upon effective capital, (B) does not mention any limits whatsoever.

The existing (B) in Schedule V did have limits which was 2.5% of the effective capital.

So in absence of any limits mentioned in (B) does it mean that the company is free to give any remuneration even above those enumerated in (A) to a managerial person who is professionally qualified and technically competent for the job. This aspect is not clear.

3) There are other conditions such as Nomination cum Remuneration Committee which is retained as it is.

4) Further the company should not have committed any defaults in repayment of debts (including public deposit), debentures or interest thereon for a continuous period of 30 days during the preceding financial year. However where the company has committed a default, the company has to obtain prior approval from the secured creditors for the proposed remuneration and such fact should be mentioned in the explanatory statement. This is a change from the existing provisions.

5) Further the resolution can be an ordinary resolution or special resolution (in case of doubling of limits) in (A) or special resolution in case of (B), in both cases tenure should not be more than 3 years.

6) Then the explanatory statement should contain details which are more or less same as existing provisions.

GST Council and its Secretariat

PIB press release dated 12th September, 2016

The Union Cabinet under the Chairmanship of Prime Minister Shri Narendra Modi has approved setting up of GST Council and setting up its Secretariat as per the following details:  

(a)          Creation of the GST Council as per Article 279A of the amended Constitution;

(b)         Creation of the GST Council Secretariat, with its office at New Delhi;

(c)          Appointment of the Secretary (Revenue) as the Ex-officio Secretary to the GST Council;

(d)         Inclusion of the Chairperson, Central Board of Excise and Customs (CBEC), as a permanent invitee (non-voting) to all proceedings of the GST Council;

(e)          Create one post of Additional Secretary to the GST Council in the GST Council Secretariat (at the level of Additional Secretary to the Government of India), and four posts of Commissioner in the GST Council Secretariat (at the level of Joint Secretary to the Government of India).

The Cabinet also decided to provide for adequate funds for meeting the recurring and non-recurring expenses of the GST Council Secretariat, the entire cost for which shall be borne by the Central Government. The GST Council Secretariat shall be manned by officers taken on deputation from both the Central and State Governments.

The steps required in the direction of implementation of GST are being taken ahead of the schedule so far.

The Finance Minister has also decided to call the first meeting of the GST Council on 22^nd and 23^rdSeptember 2016 in New Delhi.

Hazardous Waste Management Rules, 2016

The Ministry of Environment, Forests & Climate Change has notified the Hazardous & Other Wastes (Management & Transboundary Movement), Rules, 2016. 

For the first time, Rules have been made to distinguish between Hazardous Waste and other wastes. Other wastes include:Waste tyre, paper waste, metal scrap, used electronic items, etc. and are recognized as a resource for recycling and reuse. These resources supplement the industrial processes and reduce the load on the virgin resource of the country. 

The salient features of Hazardous and Other Wastes (Management &Transboundary Movement) Rules, 2016 include the following:- 

i. The ambit of the Rules has been expanded by including ‘Other Waste’. 

ii. Waste Management hierarchy in the sequence of priority of prevention, minimization, reuse, recycling, recovery, co-processing; and safe disposal has been incorporated. 

iii. All the forms under the rules for permission, import/export, filing of annual returns, transportation, etc. have been revised significantly, indicating the stringent approach for management of such hazardous and other wastes with simultaneous simplification of procedure. 

iv. The basic necessity of infrastructure to safeguard the health and environment from waste processing industry has been prescribed as Standard Operating Procedure (SOPs), specific to waste type, which has to be complied by the stakeholders and ensured by SPCB/PCC while granting such authorisation. 

v. Procedure has been simplified to merge all the approvals as a single window clearance for setting up of hazardous waste disposal facility and import of other wastes. 

vi. Co-processing as preferential mechanism over disposal for use of waste as supplementary resource, or for recovery of energy has been provided. 

vii. The approval process for co-processing of hazardous waste to recover energy has been streamlined and put on emission norms basis rather than on trial basis. 

viii. The process of import/export of waste under the Rules has been streamlined by simplifying the document-based procedure and by revising the list of waste regulated for import/export. 

ix. The import of metal scrap, paper waste and various categories of electrical and electronic equipments for re-use purposehas been exempted from the need of obtaining Ministry’s permission. 

x. The basic necessity of infrastructure to safeguard the health and environment from waste processing industry has been prescribed as Standard Operating Procedure (SOPs) specific to waste type. 

xi. Responsibilities of State Government for environmentally sound management of hazardous and other wastes have been introduced as follows: 

 Toset up/ allot industrial space or sheds for recycling, pre-processing and other utilization of hazardous or other waste

 To register the workers involved in recycling, pre-processing and other utilization activities. 

 To form groups of workers to facilitate setting up such facilities; 

 To undertake industrial skill development activities and ensure safety and health of workers. 

xii. List of processes generating hazardous wastes has been reviewed taking into account technological evolution in the industries. 

xiii. List of Waste Constituents with Concentration Limits has been revised as per international standard and drinking water standard. 

The following items have been prohibited for import: 

a. Waste edible fats and oil of animals, or vegetable origin; 

b. Household waste; 

c. Critical Care Medical equipment; 

d. Tyres for direct re-use purpose; 

e. Solid Plastic wastes including Pet bottles; 

f. Waste electrical and electronic assemblies scrap; 

g. Other chemical wastes especially in solvent form. 

xiv. State Government is authorized to prepare integrated plan for effective implementation of these provisions, and have to submit annual report to Ministry of Environment, Forest and Climate Change. 

xv. State Pollution Control Board is mandated to prepare an annual inventory of the waste generated; waste recycled, recovered, utilised including co-processed; waste re-exported and waste disposed and submit to the Central Pollution Control Board by the 30th day of September every year. 

3. Hazardous Waste

Hazardous waste means any waste, which by reason of characteristics, such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger to health, or environment. It comprises the waste generated during the manufacturing processes of the commercial products such as industries involved in petroleum refining, production of pharmaceuticals, petroleum, paint, aluminium, electronic products etc. As per the information furnished by CPCB in the year 2015, the total hazardous waste generation in the country is 7.46 million metric tonnes per annum from about 44,000 industries. 

4. Proper Hazardous Waste Management

i. Scientific disposal of hazardous waste through collection, storage, packaging, transportation and treatment, in an environmentally sound manner minimises the adverse impact on human health and on the environment. The hazardous waste can be disposed at captive treatment facility installed by the individual waste generators or at Common Hazardous Waste Treatment, Storage and Disposal Facilities (TSDFs). There are 40 Common Hazardous Waste Treatment, Storage and Disposal Facilities (TSDFs) available in 17 States/UTs. 

ii. Hazardous waste as lead acid battery scraps, used oil, waste oil, spent catalyst etc. and other waste such as waste tyres, paper waste, metal scrap etc. are used as raw material by the industries involved in recycling of such waste and as supplementary resource for material and energy recovery. Accordingly, it is always preferable to utilise such waste through recycling, or for resource recovery to avoid disposal through landfill or incineration. There are about 1080 registered recyclers; 47 cement plants permitted for co-processing; and about 108 industries permitted for utilisation of hazardous waste. 

5. Problems of unscientific disposal of Hazardous and other waste

Unscientific disposal of hazardous and other waste through burning or incineration leads to emission of toxic fumes comprising of Dioxins & Furans, Mercury, heavy metals, causing air pollution and associated health-related problems.Disposal in water bodies, or in municipal dumps leads to toxic releases due to leaching in land and water entailing into degradation of soil and water quality.The workers employed in such unscientific practices suffer from neurological disorders, skin diseases, genetic defects, cancer etc.Hence, there is a need for systematic management of hazardous and other waste in an environmentally sound manner by way of prevention, minimisation, re-use, recycling, recovery, utilisation including co-processing and safe disposal of waste.

6. Consultation process for new Hazardous and Other Waste Rules

Draft Hazardous and Other Wastes (Management and Transboundary Movement) Rules were published in July, 2015 inviting suggestions and objections. 473 suggestions/ objections were received from Government organisations, institutions and private individuals. Draft rules were shared with industry associations, Central Government ministries and State Governments. Stakeholders’ consultation meetings were organised in Delhi, Mumbai, Kolkata, Bengaluru. A working group comprising technical and subject experts examined all the suggestions. Based on the recommendations of the Working Group, the Ministry has published the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016.

Revised child fare in Railways

Ministry of Railways has decided to revise the child fare rule. Under the revised provision, full adult fare will be charged for children of age 5 years and under 12 years of age if for whom full separate berth/seat (in reserved class) is sought at the time of reservation. However, in case full separate berth/seat is not sought for the children of age 5 years and under 12 years of age at the time of reservation,  then half of the adult fare shall continue to be charged subject to the minimum distance for charging.     

             This revised child fare rule has been made applicable for travel from 21^st April, 2016 onwards. Advance booking of reserved tickets for children under this revised rule has already started in December 2015 for journey date of 21^st April, 2016 onwards.

           While filling up reservation form, the passenger can indicate their option for requirement of full berth/seat for child or not. 

There is no change in the rule for child fare of unreserved tickets i.e. fare for children of 5-12 years for unreserved tickets shall continue to be half of the adult fare subject to the minimum distance for charging. 

Children under five years of age will continue to be carried free (without berth) in case of both reserved and unreserved classes.

PIB press release dated 31st march, 2016