Monday, 29 September 2014

Private Investment in Rail Infrastructure

From the times where no investment (domestic or foreign) was allowed in rail transport sector during the Industries (Development and Regulation) Act, 1951 era, to one where Indian railways have now been opened up to private sectors including foreign investment up to 100% under the automatic route marks an important reform in the legal regime to be worthy of attention. The Department of Industrial Policy & Promotion, Government of India (“DIPP”) vide notification no. S.O. 2113 (E), dated 22nd August, 2014 (“Notification”) has reviewed its policy for private investment in rail infrastructure and amended the list of industries reserved for the public sector under item no. 8 of Schedule I of the principal notification no. S.O. 477 (E) dated 25th July, 1991. Accordingly, the said Notification provides for the permitted scope of business for private sector as follows:

Construction, operation and maintenance of the following:

  1. Suburban corridor projects through PPP,
  2. High speed train projects,
  3. Dedicated freight lines,
  4. Rolling stock including train sets, and locomotives/ coaches manufacturing and maintenance facilities,
  5. Railway Electrification,
  6. Signaling systems,
  7. Freight terminals,
  8. Passenger terminals,
  9. Infrastructure in industrial park pertaining to railway line/sidings including electrified railway lines and connectivities to main railway line and
  10. Mass Rapid Transport Systems.

Accordingly, it has been decided to permit FDI in the aforementioned activities of the railway transport sector and the amendments are made in the “Consolidated FDI Policy Circular of 2014” (“the FDI Policy”) vide Press Note no. 8 (2014 Series) dated 27th August, 2014. The Press Note has also widened the definition of the terms ‘infrastructure’ and ‘common facilities’ in the FDI Policy to include railway line or sidings including electrified tracks and connectivity to main railway line.

However, FDI in the said activities is subject to sectoral guidelines imposed by the Ministry of Railways. Moreover, in case of proposals involving foreign direct investment of more than 49% in sensitive areas from a security point of view will be taken up by the Cabinet Committee on Security (CCS) for consideration on case to case basis.

Monday, 15 September 2014

SUE WHERE IT BOUNCES

BHASKARAN

The legal position regarding jurisdiction of the courts for the purposes of Section 138 offences was laid down in the case of K. Bhaskaran vs Sankaran Vaidhyan Balan & Anr [1]. In this landmark judgement, the Hon'ble Supreme Court laid down five essential components as follows:

The offence under Section 138 of the Act can be completed only with the concatenation of a number of acts. Following are the acts which are components of the said offence : (1) Drawing of the cheque, (2) Presentation of the cheque to the bank, (3) Returning the cheque unpaid by the drawee bank, (4) Giving notice in writing to the drawer of the cheque demanding payment of the cheque amount, (5) failure of the drawer to make payment within 15 days of the receipt of the notice.”

“It is not necessary that all the above five acts should have been perpetrated at the same locality. It is possible that each of those five acts could be done at 5 different localities. But concatenation of all the above five is a sine qua non for the completion of the offence under Section 138 of the Code. In this context a reference to Section 178(d) of the Code is useful. It is extracted below:

Where the offence consists of several acts done in different local areas, it may be inquired into or tried by a Court having jurisdiction over any of such local areas.”

“Thus it is clear, if the five different acts were done in five different localities any one of the courts exercising jurisdiction in one of the five local areas can become the place of trial for the offence under Section 138 of the Act. In other words, the complainant can choose any one of those courts having jurisdiction over any one of the local areas within the territorial limits of which any one of those five acts was done…..”

DASHRATH RUPSINGH RATHOD

The Hon’ble Supreme Court, however, in a very recent judgement, Dashrath Rupsingh Rathod vs State of Maharashtra, overruled its earlier decision (Bhaskaran). In Dashrath Rupsingh Rathod vs State of Maharashtra[2], the Hon'ble Court stated that a reading of Section 138 NI Act in conjunction with Section 177, Code of Criminal Procedure leaves no manner of doubt that the return of the cheque by the drawee bank alone constitutes the commission of the offence and indicates the place where the offence is committed. The place, situs or venue of judicial inquiry and trial of the offence must logically be restricted to where the drawee bank, is located. An interpretation should not be imparted to Section 138 which will render it as a device of harassment i.e. by sending notices from a place which has no casual connection with the transaction itself, and/or by presenting the cheque(s) at any of the banks where the payee may have an account…..……The territorial jurisdiction is restricted to the Court within whose local jurisdiction the offence was committed, which in the present context is where the cheque is dishonoured by the bank on which it is drawn.”


RAMANBHAI MATHURBHAI PATEL

The Bombay High Court further confirmed the decision of Dashrath Roopsingh in Ramanbhai Mathurbhia Patel. The issue that required adjudication in this case was “………which Court will have territorial jurisdiction to try the offence punishable u/s. 138 of Negotiable Instruments Act, when the cheque payable at all branches of the drawee bank has been dishonoured by one of the branches of the drawee bank."

“In the present case, the drawer had accounts at Gandhi Nagar branches of the two banks mentioned herein above and cheques have been dishonoured by the branches of the said two banks situated within the jurisdiction of Metropolitan Magistrate, Kurla. The question which arises for determination is as to whether the payee has to file complaint in the Court of Magistrate having jurisdiction over Gandhi Nagar branches or the branches which have dishonoured cheques…….”

The Hon’ble High Court of Bombay further held “……..It is thus clear that in the present case by issuing cheques payable at all branches, the drawer of the cheques had given an option to the banker of payee to get the cheques cleared from the nearest available branch of bank of the drawer. It, therefore, follows that the cheques have been dishonoured within the territorial jurisdiction of Court of Metropolitan Magistrate at Kurla……”

Therefore, in case of cheques which may be presented before any branch of the bank in which the payer has an account, the jurisdiction may be of the Court having jurisdiction over the branch of the bank where the cheque has been dishonoured.


[1] AIR1999SC3762
[2] 2014 (2) ALD(Crl.) 190 (SC)

Monday, 8 September 2014

Safer work places for Women. And How?

In December, 2013, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013  (“Act”) came into effect.

The Honorable Supreme Court of India in the case Vishaka vs. State of Rajasthan and others. (AIR 1997 SC 3011) had for the first time explicitly acknowledged, defined and expounded as to what constitutes sexual harassment in a workplace. While passing the judgment, the Honorable Apex Court propounded several guidelines to be adhered to and complied by organization and companies in India. The guidelines laid down in the said judgment are what came to be generically known as the Vishaka Guidelines.  

Albeit, the Vishaka Guidelines were in existence since 1997, yet time and again it was observed that the said guidelines were not implemented in form, substance and spirit.

As a consequence thereto, the legislature in the year 2013 enacted and brought into force a comprehensive legislation so as to ensure protection of women against sexual harassment at workplace by way of the Act. One might say that the Vishaka Guidelines is the genesis of the Act, however, a careful perusal of the Act would reveal that the Act in essence also broadens the scope, ambit and application of the said guidelines.

The definition of “sexual harassment” under the Act has been widened to include any direct or indirect instances which may be interpreted as sexual harassment. The Act now also provides for a mechanism to deal with every complaint with relation tosexual harassment at the work place. In terms of the Act, every employer of an organization employing 10 or more employees is mandated to constitute a Internal Complaints Committee (“ICC”) at the work place. Apart from the ICC, the Act also provides for Local Complaints Committee (“LCC”) at district and block levels, the constitution of which is entrusted upon the District Collector or Deputy Collector, as the case may be. Besides constituting an ICC and other obligations stipulated in the Act, it is also incumbent upon the Employer to provide a safe working environment at the workplace as well as create awareness within the organization of the existence of the ICC. Penalties include monetary penalty and cancellation of registration or refusal of approval required from local or Government Authority in order to carry on its businesses.

The Act r/w rules made thereunder mandates providing protection to women against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment. The definition of the term “workplace” under the Act is wide enough to cover organized as well as unorganized sectors including government bodies, private and public sector organisations, non-governmental organisations, organisations carrying on commercial, vocational, educational, entertainment, industrial, financial activities, hospitals and nursing homes, educational institutes, sports institutions and stadiums used for training individuals. Accordingly, the corporate office and even branch offices/warehouses/units would be covered within the purview of a “workplace” under the Act.

The Act further mandates that all employers employing 10 or more employees are required to ensure certain compliances in order to implement the purposes of the Act. The term “employees” is also widely defined to mean any person employed at a workplace for any work on regular, temporary, ad hoc or daily wage basis, either directly or through an agent, including a contractor, with or, without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a co-worker, a contract worker, probationer, trainee, apprentice or called by any other such name:

1.       Constitution of Internal Complaints Committee (ICC)

In terms of the Act, an organisation will be required to set up an ICC for each office/warehouse/unit to deal with instances of sexual harassment. The constitution of the ICC has to be broadly as follows:

a.    headed by a woman, employed at a senior level with the organisation from amongst the employees and one half of the total membership must be comprised of women.
b.   two members of ICC should be from amongst employees of the organisation who are committed to the cause of women or have experience in social work or have legal knowledge.
c.    one member of the ICC should be from an NGO or association committed to the cause of women or a person familiar with the issues relating to sexual harassment.

Apart from constitution of the ICC, the organisation must provide necessary facilities to the ICC for dealing with any complaints and conducting any inquiries such as providing assistance in securing the attendance of respondent and witnesses before the ICC, making available such information to the ICC as it may require having regard to the complaint. 

2.       Formulation of Internal Policy on Prohibition, Prevention and Redressal of Sexual Harassment

The organisation is required to formulate and widely disseminate an internal policy or charter for prohibition, prevention and redressal of sexual harassment at the workplace (the “Policy”) intended to promote gender sensitive safe spaces and remove underlying factors that contribute towards a hostile work environment against women. The Act also requires that an act of sexual harassment should be treated as a “misconduct” in the employee handbook of companies, if any.

3.       Notices

In terms of the Act, the organisation is required to display at any conspicuous place in all the organisation offices notices setting out (i) the penal consequences of indulging in acts of sexual harassment; (ii) the composition of the ICC of the organisation; and (iii) the grievance redressal mechanism available to aggrieved employees.

4.       Orientation and Awareness Programmes

The Act provides that every employer must undertake the following for effective implementation of the Policy:

(a)         carry out employee’s awareness programmes and create forum for dialogues;
(b)         conduct capacity building and skill building programmes for the members of the ICC;
(c)         carry out orientation programmes and seminars for the members of the ICC;
(d)         Declare and make the employees aware of the names and contact details of all the members of the ICC; and
(e)         Use modules developed by the State Governments to conduct workshops and awareness programmes for sensitising the employees with the provisions of the Act.

5.       Annual Reports

The ICC of the organisation will be required to prepare an annual report and submit the same to the organisation and to the District Officer.  

6.       Other Compliances:

In addition to the above, the organisation is required to comply with the following:

(a)     provide a safe working environment at all the organisation offices which shall include safety from the persons coming into contact at all the organisation offices;
(b)     provide assistance to the aggrieved woman if she so chooses to file a complaint in relation to the offence under the Indian Penal Code(45 of 1860) or any other law for the time being in force; and
(c)     cause to initiate action, under the Indian Penal Code or any other law for the time being in force, against the perpetrator, or if the aggrieved woman so desires, where the perpetrator is not an employee, in the workplace at which the incident of sexual harassment took place.

RBI July 2014

Notification/Circular no. Date Subject Amendment
RBI/2014-15/113
UBD.BPD (PCB) Cir. No. 2
July 02, 2014 Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating of Financing of Terrorism (CFT) Guidelines -Unique Customer Identification Code (UCIC) – Extension of Time – Primary (Urban) Cooperative Banks (UCBs) It has come to the notice of Reserve Bank that some banks are yet to complete the allotment of UCIC (refer Circular UBD.BPD. (PCB).Cir.No.14/14.01.062/2012-13 dated October 9, 2012) and accordingly have sought some more time. In view of the requests received, it has been decided to extend the time for completing the process of allotting UCIC to existing customers up to December 31, 2014.
RBI/2014-15/117                 A.P. (DIR Series) Circular No.1 July 03, 2014 Financial Commitment (FC) by Indian Party under Overseas Direct Investments (ODI) – Restoration of Limit It has been decided to restore the limit of Overseas Direct Investments (ODI)/ Financial Commitment (FC) to be undertaken by an Indian Party under the automatic route to the limit prevailing, as per the extant FEMA provisions, prior to August 14, 2013. It has, however, been decided that any financial commitment exceeding USD 1 (one) billion (or its equivalent) in a financial year would require prior approval of the Reserve Bank even when the total FC of the Indian Party is within the eligible limit under the automatic route (i.e., within 400% of the net worth as per the last audited balance sheet).
 RBI/2014-15/120
DNBS (PD).CC. No 398/03.10.42/2014-15
July 10, 2014 Know Your Customer (KYC) Norms / Anti-Money Laundering (AML) Standards /Combating of Financing of Terrorism (CFT) / Obligation of NBFCs under Prevention of Money Laundering Act (PMLA), 2002- Clarification on proof of Address Customers may submit only one documentary proof of address (either current or permanent) while opening a deposit account or while undergoing periodic updation. In case the address mentioned as per 'proof of address' undergoes a change, fresh proof of address may be submitted to the NBFC within a period of six months.

b) In case the proof of address furnished by the customer is not the local address or address where the customer is currently residing, the NBFC may take a declaration of the local address on which all correspondence will be made by the NBFC with the customer. No proof is required to be submitted for such address for correspondence/local address. This address may be verified by the NBFC through 'positive confirmation' such as acknowledgment of receipt of (i) letter (ii) telephonic conversation; (iii) visits; etc. In the event of change in this address due to relocation or any other reason, customers may intimate the new address for correspondence to the NBFC within two weeks of such a change.
RBI/2014-15/122
DNBS(PD).CC.No 400/ 03.10 .42/2014-15
July 14, 2014 Know Your Customer (KYC) Norms / Anti-Money Laundering (AML) Standards /Combating of Financing of Terrorism (CFT) / Obligation of NBFCs under Prevention of Money Laundering Act (PMLA), 2002 Recognising E-Aadhaar as an 'Officially Valid Document' under PML Rules NBFCs may accept e-Aadhaar downloaded from Unique Identification Authority of India (UIDAI) website as an officially valid document subject to the following:

a) If the prospective customer knows only his / her Aadhaar number, the NBFC may print the prospective customer's e-Aadhaar letter in the NBFC directly from the UIDAI portal; or adopt e-KYC procedure as mentioned in paragraph 2 above.

b) If the prospective customer carries a copy of the e-Aadhaar downloaded elsewhere, the NBFC may print the prospective customer's e-Aadhaar letter in the NBFC directly from the UIDAI portal; or adopt e-KYC procedure as mentioned in paragraph 2 above; or confirm identity and address of the resident through simple authentication service of UIDAI.
RBI/2014-15/121
DNBS(PD).CC.No.399/03.10.42/2014-15

July 14, 2014 Levy of foreclosure charges/pre-payment penalty on Floating Rate Loans As a measure of customer protection and also in order to bring in uniformity with regard to prepayment of various loans by borrowers of banks and NBFCs, it is advised that NBFCs shall not charge foreclosure charges/ pre-payment penalties on all floating rate term loans sanctioned to individual borrowers, with immediate effect.
RBI/2014-15/123
A.P.(DIR Series) Circular No.3

July 14, 2014 Issue of Partly Paid Shares and Warrants by Indian Company to Foreign Investors Partly paid equity shares and warrants issued by an Indian company in accordance with the provision of the Companies Act, 2013 and the SEBI guidelines, as applicable, shall be eligible instruments for the purpose of FDI and foreign portfolio investment (FPI) by Foreign Institutional Investors (FIIs)/Registered Foreign Portfolio Investors(RFPIs) subject to compliance with FDI and FPI schemes. Further, the pricing of the partly paid equity shares and warrants, reporting, complainces and other cobed.nditions to be adhered is also prescribed.
RBI/2014-15/129
A. P. (DIR Series) Circular No.4
July 15, 2014 Foreign Direct Investment (FDI) in India - Issue/Transfer of Shares or Convertible Debentures - Revised pricing guidelines The new pricing guidelines in respect of transfer/issue of shares and for exit from investment in equity shares with or without optionality clauses of listed/unlisted Indian companies have been prescribed so as to provide greater freedom and flexibility to the parties concerned under the FDI framework. The new pricing guidelines are as under:
(i) In case of listed companies
(a) The issue and transfer of shares including compulsorily convertible preference shares and compulsorily convertible debentures shall be as per the SEBI guidelines;
(b) The pricing guidelines for FDI instruments with optionality clauses shall continue to be in accordance with A.P. (DIR Series) Circular No. 86 dated January 9, 2014, i.e., the non-resident investor shall be eligible to exit at the market price prevailing on the recognised stock exchanges subject to lock-in period as stipulated, without any assured return.
(ii) In case of unlisted companies
The issue and transfer of shares including compulsorily convertible preference shares and compulsorily convertible debentures with or without optionality clauses shall be at a price worked out as per any internationally accepted pricing methodology on arm’s length basis. Thus, the guiding principle will be that the non-resident investor is not guaranteed any assured exit price at the time of making such investment/ agreement and shall exit at a fair price computed as above at the time of exit subject to lock-in period requirement as applicable in terms of A.P. (DIR Series) Circular No. 86 dated January 9, 2014.
4. The changes in the existing pricing guidelines for FDI applicable to transfer/issue of shares and for exit from foreign direct investment with optionality clauses for the unlisted Indian companies are given in the Annex 1 and Annex 2 of the notification, respectively.
5. An Indian company taking on record in its books any transfer of its shares or convertible debenture by way of sale from a resident to a non-resident and a non-resident to a resident shall disclose in its balance sheet for the financial year, in which the transaction took place, the details of valuation of share or convertible debentures, the pricing methodology adopted for the same as well as the agency that has given/certified the valuation.
RBI/2014-15/132
A.P. (DIR Series) Circular No.5
July 17, 2014 Liberalised Remittance Scheme (LRS) for resident individuals-Increase in the limit from USD 75,000 to USD 125,000 The existing limit of USD 75,000 per financial year (April-March) under the LRS has been increased to USD 125,000. Further, it is clarified that the Scheme can now be used for acquisition of immovable property outside India.
RBI/2013-14/143
DBOD.AML.No.1422/14.01.001/2013-14
July 22, 2014 Anti-Money Laundering (AML)/Combating of Financing of Terrorism (CFT) - Standards  Financial Action Task Force (FATF) has updated its Statement on the subject and document ‘Improving Global AML/CFT Compliance: on-going process’ on June 27, 2014. All banks and financial institutions are accordingly advised to consider the information contained in the enclosed statement.
RBI/2014-15/133
A.P. (DIR Series) Circular No. 6
July 18, 2014 Foreign Direct Investment – Reporting under FDI Scheme In terms of Para 9 (1) B of Schedule I to the FEMA Notification No. 20 dated May 03, 2000 as amended from time to time, Indian companies are required to report the details of the issue of shares, convertible debentures, partly paid shares and warrants in form FC-GPR, to the Regional Office concerned, within 30 days of issue of shares / convertible debentures. In terms of Para 10 of the Schedule ibid, transfer of shares, convertible debentures, partly paid shares and warrants by way of sale from a person resident in India to a person resident outside India or vice versa, are required to be reported by the transferor/transferee resident in India to the AD Bank in form FCTRS, within 60 days from the date of receipt or payment of the amount of consideration. Indian companies are required to report the NIC Codes in the FCGPR and FCTRS forms as per the NIC 2008 version, henceforth.

It has also been decided to introduce a uniform State and District code list for reporting of details of foreign direct investment by Indian companies in Form FCGPR. The list can be accessed on the RBI website (www.rbi.org.in → FEMA – State and District Code List).
RBI/2014-15/145
A. P. (DIR Series) Circular No. 13
July 23, 2014 Foreign investment in India by SEBI registered Long term investors in Government dated Securities It has been decided to enhance the investment limit in government securities available to FIIs/QFIs/FPIs by USD 5 billion by correspondingly reducing the amount available to long term investor from USD 10 billion to USD 5 billion within the overall limit of USD 30 billion. The incremental investment limit of USD 5 billion shall be required to be invested in government bonds with a minimum residual maturity of three years.
RBI/2014-15/153
A.P. (DIR Series) Circular No.17 
July 28, 2014 External Commercial Borrowing (ECB) Policy — Review of all-in-cost ceiling  It has been decided that the all-in-cost ceiling as specified under paragraph 2 of A.P. (DIR Series) Circular No. 99 dated March 30, 2012 will continue to be applicable till December 31, 2014 and is subject to review thereafter.

IP July 2014

Notification/Circular no. Date Subject Amendment
No.F. 27-25/2014 - CO July 22, 2014  E-filing for Copyrights It has been notified that on-line facility for filing of copyright applications has been launched from 17 Feb, 2014. Further, it has been notified to close the Copyright Counter from August 1, 2014 to promote the on-line filing of copyright applications.

MCA July 2014

Notification/Circular no. Date Subject Amendment
General Circular No. 28/2014 July 09, 2014 Clarification on form MGT-14 through STP mode In order to simplify procedures and with a view to ensure timely disposal of E-forms and keeping in view the penal provisions for false declaration as contained in scetion 448 read with section 447, under form MGT-14, all cases except for change of Name, change of object, resolution for further issue of capital and conversion of companies will be using Straight Through Process Mode.
S.O. 1820(E) July 09, 2014  Companies (Removal of Difficulties) Fifth Order, 2014.  In clause (76) of section 2, definition of related party, sub-clause (v) states a public company in which a director or manager is a director and holds (inserted in place of 'or holds') along with his relatives, more than two per cent. of its paid-up share capital.
General Circular No. 29/2014 July 11, 2014 Registration of names of the Companies shall be in consonance with the provisions of the Emblems and Names (Prevention of Improper Use)Act, 1950 It is directed that while allotting names to Companies/Limited Liability Partnerships, the Registrar of Companies concerned should exercise due care to ensure that the names are not in contravention of the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950 
G.S.R. (E) July 17, 2014 Companies (Specification of deflnitions details) Amendment Rules, 2014 In the Companies (Speciflcation of definitions details) Rules, 2014, in rule 3, after the words 'a director' the words 'other than an independent director' shall be inserted. Thus, an independent director of the holding company or his relative with reference to a company, shall not be deemed to be a related party.
G.S.R. (E) July 17, 2014  Companies (Miscellaneous) Amendment Rules, 2014 Any application or form filed with the Central Government or Regional Director or Registrar (hereinafter referred to as the "authority") prior to the commencement of these rules but not disposed off by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed off in accordance with the rules made under the Companies Act,1956.
General Circular No. 30/2014 July 17, 2014 Clarification on matters relating to Related Party Transactions.  It is clarified that that 'related party' referred to under Section 188 has to be construed with reference only to the contract or arrangement for which the said special resolution is being passed. Thus, the term 'related party in the above context refers only to such related party as may be a related party in the context of the contract or arrangementfor which the said special resolution is being passed. It is further clarified that transactions arising out of Compromises, Arrangements and Amalgamations will not attract the requirements of Section 188 of 2013 Act. Moreover, the contracts enforced before April 1, under the old Act, would not require fresh approval under Section 188 till the expiry of the original term of such contracts.
General Circular No. 31/2014 July 19, 2014 Extension of validity of reserved names The validity of 1930 cases out of 9522 for reservation of names which have expired as on the date of circular has been extended. 
General Circular No. 32/2014 July 23, 2014 Clarification on transitional period for resolutions passed Under the Companies Act, 1956. pdf
 It is clarified that resolutions approved or passed by companies under relevant applicable provisions of the Old Act during the period from 1st September, 2013 to 31st March, 2014, can be implemented, in accordance with provisions of the Old Act, notwithstanding the repeal of the relevant provision subject to the conditions (a) that the implementation of the resolution actually commenced before 1st April, 2014 and (b) that this transitional arrangment will be available upto expiry of one year from the passing of the resolution or six months from the commencement of the corresponding provision in New Act whichever is later.
G.S.R. 537(E) July 24, 2014 Companies (Management & Administration ) Second Amendment Rules, 2014) The Companies (Management and Administration) Rules, 2014 have been further amended as follows: (a) trust created for seeting up of a venture capital fund, mutual fund or other funds created as regulated by SEBI do not require to report to ROC about the beneficial holding of shares in Fomr mGT 4, 5 and 6; (b) in Rule 13 the words "Ă«ither value or volume of the shares" and the Explanation have been omitted; (c) A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one percent of total voting power or holding shares on which an aggregate sum of not more than five lakh rupees has been paid up on the date of the notice; and (d) Maintenance and inspection of document in electronic form is an optional requirement.
 S.O. 1894 (E) July 24, 2014  Companies (Removal of Difficulties) Sixth Order, 2014 In clause (76) of section 2, definition of related party, sub-clause (iv) states a private company in which a director or manager "or his relative" (inserted) is a member or director.
S.O.----(E) July 25, 2014 Notification dated July 25th 2014. The Central Govemment has notified that public companies having paid-up share capital of rupees one hundred crore or more and annual tumover of rupees one thousand crore or more which are engaged in multiple businesses and have appointed Chief Executive Officer for each such business shall be the class of companies for the purposes of the second proviso to sub-sectlon (1) of section 203 of the said Act (i.e. companies mandatorily required to appoint of key managerial personnel).
July 31, 2014 General Circular No. 33/2014 - Calrifiaction regardin applicability of section 139(5) and 139 (7) of the Companies Act 2013 These provisions do apply to government companies and government "controlled" companies where "control" is to be determined as per the definition prescribed under the New Act. Accoridngly,provisions of AOA and shareholders agreement, if any are to be taken into consideration.

SEBI July 2014

Notification/Circular no. Date Subject Amendment
PR No. 68/2014 July 17, 2014 Draft SEBI (Infrastructure Investment Trusts) Regulations, 2014 The draft SEBI (Infrastructure Investment Trusts) Regulations, 2014 are placed on the  SEBI website for public comments
CIR/IMD/DF/16/2014 July 18, 2014 Clarification and extension of deadline with respect to circular on 'Guidelines on disclosures, reporting and clarifications under AIF Regulations'  SEBI had issued a circular No. CIR/IMD/DF/14/2014 dated June 19, 2014 on 'Guidelines on disclosures, reporting and clarifications under AIF Regulations'. In this regard, certain modifications have been prescribed
CIR/IMD/FIIC/ 17/2014 July 23, 2014 Change in Government Debt Investment Limits In partial modification of para 5 of the SEBI circular CIR/IMD/FIIC/8/2014 dated  April 07, 2014, it has been decided to enhance the investment limit in government securities  available to all FPIs by USD 5 billion by correspondingly reducing the amount available to long  term FPIs from USD 10 billion to USD 5 billion within the overall limit of USD 30 billion. The incremental investment limit of USD 5 billion (INR 24,886 cr) shall be required to be  invested in government bonds with a minimum residual maturity of three years. There will be no lock-in
period and FPIs shall be free to sell the securities to the domestic investors.
CIR/MRD/DP/23/2014 July 24, 2014  Clarification on position limits of domestic institutional investors for currency derivatives contracts SEBI vide circular no. CIR/MRD/DP/20/2014 dated June 20, 2014 had revised position limits for the market participants in the permitted currency pairs. In this regard certain clarifications have been prescribed by SEBI.