Transaction & Regulatory Advisory Services Alert October 2023
In this edition, we have tried to bring to your notice the latest amendment that followed in the month of October 2023 issued by MCA, RBI, SEBI, IBBI and others.
MCA
The Companies (Incorporation) Third Amendment Rules, 2023 (October 23, 2023)
The Ministry of Corporate Affairs (MCA) vide its notification dated October 20, 2023, has notified “The Companies (Incorporation) Third Amendment Rules, 2023” which came into force with effect from October 21, 2023. According to the amendment, under Rule 30(9) (Shifting of Registered Office from one State or Union Territory to another State), a proviso is inserted stating:
“Provided further that where the management of the company has been taken over by new management under a resolution plan approved under section 31 of the Insolvency Bankruptcy Code, 2016 and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office may be allowed.”
To Read More:
https://www.mca.gov.in/bin/dms/getdocument?mds=uqnggXxHARXXjysr4uSRjQ%253D%253D&type=open
The Companies (Management and Administration) Second Amendment Rules, 2023 (October 27, 2023)
The Ministry of Corporate Affairs (MCA) vide its notification dated October 27, 2023 has notified “the Companies (Management and Administration) Second Amendment Rules, 2023” which has come into force on the date of its publication in the Official Gazette. According to the amendment under rule 9 (Declaration in Respect of Beneficial Interest in Any Shares) of the Companies (Management and Administration) Rules, 2014 five new sub-rules are introduced stating:
i) To designate a responsible person for providing information to the Registrar or any authorized officer regarding beneficial interests in the company’s shares;
ii) Options for designating a responsible person, which may include a company secretary, key managerial personnel (other than the company secretary), or every director (if there is no company secretary or key managerial personnel);
iii) Until a responsible person is designated, certain specified individuals under rules are deemed to have been designated;
iv) Every company shall inform the details of the designated person in Annual return; and
v) Further, in case of any change in designated person, the company shall intimate the Registrar vide E Form GNL-2.
To Read More:
https://egazette.gov.in/(S(qwgrfy2tavxg4pndljyisce5))/default.aspx
The Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 (October 27, 2023)
The Ministry of Corporate Affairs (MCA) vide its notification dated October 27, 2023 has notified “the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023” which has come into force on the date of its publication in the Official Gazette. The amendments are made with respect to:
- i) issued share warrants under the erstwhile the Companies Act, 1956; and
- ii) issue of securities in dematerialised form by private companies excluding small companies and government companies.
To Read More:
https://egazette.gov.in/(S(jko0g2hk2zkbrgnpyren5vak))/default.aspx
The Limited Liability Partnership (Third Amendment) Rules, 2023 (October 27, 2023)
The Ministry of Corporate Affairs (MCA) vide its notification dated October 27, 2023 has notified “the Limited Liability Partnership (Third Amendment) Rules, 2023” which has come into force on the date of its publication in the Official Gazette. According to the amendment, Rule 22A and Rule 22B are inserted by stating matters pertaining to:
- i) Every limited liability partnership shall, from the date of its incorporation, maintain a register of its partners in Form 4A which shall be kept at the registered office of the limited liability partnership;
- ii) Declaration in respect of beneficial interest in any contribution.
To Read More:
https://egazette.gov.in/(S(otzoc2ynovi0mhtoi3t2tods))/ViewPDF.aspx
RBI
Reserve Bank of India (Financial Statements – Presentation and Disclosures) Directions, 2021: Presentation of unclaimed liabilities transferred to Depositor Education and Awareness (DEA) Fund (October 25, 2023)
To ensure consistency in presentation of financial statements, it is advised that all co-operative banks shall present all unclaimed liabilities (where the amount due has been transferred to DEA Fund) under “Contingent Liabilities – Others”. These instructions are applicable to all commercial and cooperative banks for preparation of financial statements for the financial year ending March 31, 2024 and onwards.
To Read More:
https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12552&Mode=0
Appointment of Whole-Time Director(s) (October 25, 2023)
Given the growing complexity of the banking sector, it becomes imperative to establish an effective senior management team in the banks to navigate ongoing and emerging challenges. Establishment of such a team may also facilitate succession planning, especially in the background of the regulatory stipulations in respect of tenure and upper age limit for Managing Director and Chief Executive Officer (MD&CEO) positions. To address these issues and challenges, banks are advised to ensure the presence of at least two Whole Time Directors (WTDs), including the MD&CEO, on their Boards. The number of WTDs shall be decided by the Board of the bank by taking into account factors such as the size of operations, business complexity, and other relevant aspects.
To Read More:
https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id
Non-Callable Deposits – Master Direction on Interest Rate on Deposits (October 26, 2023)
In terms of Section 7 of the Master Direction (MD) on Interest Rate on Deposits dated March 03, 2016 and Master Direction – Reserve Bank of India (Co-operative Banks – Interest Rate on Deposits) Directions, 2016 dated May 12, 2016, banks have been permitted to offer domestic term deposits (TDs) without premature withdrawal option, provided that all TDs accepted from individuals for an amount of Rupees fifteen lakh and below shall have premature-withdrawalfacility. Further, the banks have also been permitted to offer differential rate on interest on TDs based on non-callability of deposits (i.e., non-availability of premature withdrawal option) in addition to tenor and size of deposits.
On a review, it has been decided that (i) the minimum amount for offering non-callable Term Deposits (TDs) may be increased from Rupees fifteen lakh to Rupees one crore i.e., all domestic term deposits accepted from individuals for amount of Rupees one crore and below shall have premature-withdrawal-facility and (ii) these instructions shall also be applicable for NonResident (External) Rupee (NRE) Deposit / Ordinary Non-Resident (NRO) Deposits.
To Read More:
https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12555&Mode=0
RBI invites comments on draft Master Direction on Managing Risks and Code of Conduct in Outsourcing of Financial Services (October 26, 2023)
The Reserve Bank of India has placed on its website the draft Master Direction on Managing Risks and Code of Conduct in Outsourcing of Financial Services. Comments / Feedback, if any, may be sent by email (at org.dor@rbi.org.in; arandhare@rbi.org.in; vinaysalvi@rbi.org.in) with the subject line “Comments on draft Master Direction on Managing Risks and Code of Conduct in Outsourcing of Financial Services”, by November 28, 2023.
To Read More:
https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=56630
604th Meeting of Central Board of the Reserve Bank of India (October 27, 2023)
The 604th meeting of the Central Board of Directors of Reserve Bank of India was held on October 27, 2023 in Rishikesh under the Chairmanship of Shri Shaktikanta Das, Governor. The Board reviewed global and domestic economic and financial developments, including challenges posed by evolving geopolitical conflicts. The Board also discussed the functioning of various Sub-Committees of the Central Board, the Ombudsman Scheme and activities of select Central Office Departments.
To Read More:
https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=56640
Fincare Small Finance Bank to merge with AU Small Finance Bank (October 30, 2023)
AU Small Finance Bank’s board has cleared a merger with Fincare Small Finance Bank, setting up the first merger in the small finance bank space in India. “The Board of Directors of AU Small Finance Bank Ltd, at its meeting held on October 29, 2023 has considered and approved the scheme of amalgamation (Scheme) for the amalgamation of Fincare Small Finance Bank Ltd. (Transferor Company) into and with AU Small Finance Bank Ltd. (Transferee Company),” Au Small Finance Bank said in an exchange filing on October 29, 2023.
To Read More:
Banking Regulation (Amendment) Act 2020 – Change in Name of Co-operative Banks (October 30, 2023)
Pursuant to the notification of the Banking Regulation (Amendment) Act, Sections 49B and 49C of Banking Regulation Act, 1949 are applicable to Co-operative Banks. In terms of Section 49B, the Central Registrar of Cooperative Societies (CRCS)/Registrar of Cooperative Societies (RCS) shall not signify its approval to the change of name of any co-operative bank unless the Reserve Bank certifies in writing that it has no objection to such change. Further, in terms of Section 49C, no application for the confirmation of the alteration of bye-laws of a cooperative bank shall be maintainable unless Reserve Bank certifies that there is no objection to such alteration. Accordingly, Reserve Bank of India issued guidelines with regard to the procedure to be followed for any change in name by a Co-operative Bank.
To Read More:
https://rbi.org.in/Scripts/NotificationUser.aspx?Id=12560&Mode=0#ANN1
Clarification regarding Shifting of Branches/Offices/Extension Counters within the same city, town or village by District Central Cooperative Banks (DCCBs) and Guidelines on Closure of Branches and Extension Counters by DCCBs (October 30, 2023)
Pursuant to the amendment to the Banking Regulation Act (No.39 of 2020) dated September 29, 2020, District Central Co-operative Banks (DCCBs) are permitted to open new place of business/install ATMs or shift the location of such offices only after obtaining prior approval of the Reserve Bank of India (RBI).
Accordingly, guidelines for opening of new place of business by District Central Cooperative Banks (DCCBs) issued on August 11, 2022. In this backdrop, Reserve Bank of India issued requisites clarifications regarding Shifting of Branches/Offices/Extension Counters within the same city, town or village by DCCBs and Guidelines on Closure of Branches and Extension Counters by DCCBs.
To Read More:
https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12559&Mode=0
RBI concerns notwithstanding; Private banks’ personal loans surge in Q2 (October 31, 2023)
Private banks and Non-Banking Financial Companies (NBFCs) have significantly expanded their personal loan portfolios in the second quarter of the current financial year, despite concerns raised by the Reserve Bank of India (RBI). Under personal loans, banks sell unsecured loans such as credit cards, consumer loans, microfinance and other small-ticket loans not backed by any collateral.
To Read More: