NCLAT : In Mrs. Mamatha vs. AMB Infrabuild Pvt. Ltd. & Ors.
Whether the application under Section 7 is jointly maintainable against 1st and 2nd Respondents (‘Corporate Debtors’) or not, who have collaborated for a Joint Venture? Held Yes.
Read full case law at : https://dasgovernance.com/2018/12/04/nclat-in-mrs-mamatha-vs-amb-infrabuild-pvt-ltd-ors/
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👉🏻SEBI extends deadline for shares in Demat form to April 1
(SEBI extended the deadline for transfer of shares of listed companies only in demat form to April 1)
👇🏻 👇🏻 👇🏻
https://goo.gl/ZfsyVp
👉🏻E-commerce firms not liable to collect TCS from suppliers with less than Rs.20 lakh turnover
(The e-commerce companies are not liable to collect TCS on supplies made by entities with turnover not exceeding Rs.20 lakh and are not registered under GST)
👇🏻 👇🏻 👇🏻
https://goo.gl/2HaiW7
👉🏻Over 18.10 lakh registered companies, only 62% active at end of October
(The country has more than 18 lakh registered companies but only 62 per cent of them were actively functioning at the end of October)
👇🏻 👇🏻 👇🏻
https://goo.gl/RL9tYm
👉🏻Seminar on Opportunities for Chartered Accountants in Abroad - Your Ticket to Abroad
(4th December 2018, 06.00 Pm onwards, Hindi Bhawan, Near Bal Bhawan, New Delhi)
👇🏻 👇🏻 👇🏻
https://goo.gl/2GbSw1
👉🏻Seminar on Opportunities for Chartered Accountants in Abroad - Your Ticket to Abroad
(5th December 2018, 06.00 Pm onwards, CASABELA, Sector 48, Gurgaon)
👇🏻 👇🏻 👇🏻
https://goo.gl/HEkjj2
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ICAI Election: Polling in Hyderabad Postponed due To Assembly Elections [Read Notification]
Read more at: http://www.taxscan.in/icai-election-polling-in-hyderabad-postponed-due-to-assembly-elections/31218/
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GST Revenue Collection in November crosses Ninety-Seven Thousand Crore Rupees
Read more at: http://www.taxscan.in/gst-revenue-collection-november-crosses-ninety-seven-thousand-crore-rupees/31192/
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Govt to launch One-Time Amnesty Scheme for GST Defaulters
Read more at: http://www.taxscan.in/launch-one-time-amnesty-scheme-gst-defaulters/31198/
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Payment of Municipal Taxes being directly related to letting out of Property, can’t be Deducted from ‘Other Income’: ITAT [Read Order]
Read more at: http://www.taxscan.in/municipal-taxes-letting-property-itat/31227/
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GST New Simplified Returns to rollout from 1st April
Read more at: http://www.taxscan.in/gst-new-simplified-returns-april/31238/
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Subject Matters of Investigation conducted by IT Dept against Chartered Accountant can’t be revealed through RTI: CIC [Read Order]
Read more at: http://www.taxscan.in/subject-matters-of-investigation-conducted-by-it-dept-against-chartered-accountant-cant-be-revealed-through-rti-cic/31242/
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Registration for GST Practitioners Exam started
Read more at: http://www.taxscan.in/registration-gst-practitioners-exam/31210/
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Govt sanctioned Rs 91,149 crores of GST Refund So far
Read more at: http://www.taxscan.in/govt-rs-91149-crores-gst-refund/31213/
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Pursuant to the discussion paper on delisting of equity shares floated by the Securities and Exchange Board of India (SEBI) on July 26, 2018, SEBI has recently amended the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations) and has accordingly notified the Securities and Exchange Board of India (Delisting of Equity Shares) (Second Amendment) Regulations, 2018 (Amended Delisting Regulations) on November 14, 2018. The aim of the amendment is to plug loopholes in the delisting process considering the interests of the promoters/acquirers and public shareholders.
Though the Amended Delisting Regulations have made several amendments to the Delisting Regulations, the most crucial include:
Inclusion of a provision for the acquirer / promoter to make a counter offer if the price discovered under the reverse book building process (RBB) is not acceptable to them.
Clarification as to the reference date for computing the floor price.
The Amended Delisting Regulations have introduced the concept of ‘counter offer’ wherein if the acquirer / promoter is not satisfied with the price discovered under the RBB process, then such acquirer / promoter may make a counter offer to the public shareholders.
The counter offer has to be made within two working days of the discovery of the price and should not be less than the book value of the company as certified by the merchant banker. The counter offer shall be deemed to be successful only if the post offer promoter shareholding (along with the persons acting in concert with the promoter) taken together with the shares accepted at the counter offer price reaches 90 per cent of the total issued shares of that class (excluding the shares that are held by a custodian and against which depository receipts have been issued overseas).
Prior to the amendment, the acquirer / promoter could have either (a) accepted a price equal to or more than the discovered price or (b) rejected the offer price in which case the entire delisting exercise would become futile.
There have been instances wherein the pricing in the RBB process is influenced by certain groups of shareholders quoting unreasonably high prices that the acquirer / promoter may not agree, thus blocking the delisting process and jeopardising the interests of the small shareholders. SEBI has taken into consideration that there could be a situation wherein the acquirer / promoter quotes a revised price (instead of outright rejecting the offer price) and the other shareholders are willing to sell their shares at such revised price, thus still achieving the 90 per cent threshold and making the delisting process a success.
Though the concept of counter offer has been introduced, the detailed process for the same is yet to be notified by SEBI.
Another major amendment is that a clarification has now been included in the Amended Delisting Regulations that the reference date for computing the floor price would be the date on which the recognised stock exchange(s) were required to be notified of the board meeting in which the delisting proposal would be considered. At present, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, require a listed company to notify the stock exchange of a board meeting in which the proposal for a voluntary delisting is to be considered at least two working days prior to such meeting (excluding the date of intimation and the date of meeting).
Prior to the amendment, the Delisting Regulations provided that the offer price shall be determined through the book building process after fixing the floor price which shall be determined as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). Under the SAST Regulations the period for computing the floor price commences from the date of the public announcement. The latest amendment tries to ensure that the floor price is not inflated by market speculations. As soon as information of delisting is received in the market, the price shoots up unreasonably – consequently a longer time gap between the date of intimation to the stock exchange and the date of the public announcement increases the floor price computation, thereby affecting the price discovery. The current move to determine floor price based on a reference date that is prior to the date when the stock exchange is intimated of the proposed delisting ensures that the floor price is based on the prevailing stock prices and not market speculations.
The other amendments to the Delisting Regulations include:
In cases of compulsory delisting,
A three month timeline from the date of delisting for the acquirer / promoter to acquire the delisted equity shares from the public shareholders by paying them the value determined by the valuer.
Where the fair value of the company is positive, a restriction on effecting transfer, by way of sale, pledge, etc., of any of the equity shares held by the promoters / promoter group, freezing of corporate benefits like dividend, rights, bonus shares, split, etc. for all the equity shares held by the promoters/ promoter group and non-eligibility of promoters and whole-time directors to become directors of any listed company, till the promoters of such company provide an exit option to the public shareholders. Permission to maintain an interest bearing account for the cash component of an escrow account.
Though clarity on the counter-offer mechanism offer is still awaited, the Amended Delisting Regulations is a welcome move for promoters/acquirers and public shareholders.
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ICAI releases Exposure Draft Standard on Auditing for Audits of Smaller and Less Complex Entities [Read Draft]
Read more at: http://www.taxscan.in/icai-exposure-auditing-audits-smaller-less-complex/31215/
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🔎Updates from Judiciary -
Supreme Court has observed that Article 226 can’t be used for deciding disputes when other remedies are available and held that a regular suit, and not a writ petition, is the appropriate remedy for settlement of the disputes relating to property rights between private persons.
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NCLAT has held that the Mere fact that the company paid interest @ 12% per annum, during certain period cannot be the ground to hold that the ‘debt’ comes within the meaning of ‘Financial Debt’ consider the Respondents as ‘Financial Creditors’
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Supreme Court has held that persons who are found in bulk possession of manufactured drugs without any valid authorization can be tried under the Narcotic Drugs and Psychotropic Substances (NDPS) Act, 1985, apart from the Drugs and Cosmetics Act, 1940.
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NCLAT has held that once the ‘Resolution Plans’ are clear and placed before the ‘Committee of Creditors’, the ‘Resolution Professional’ has no power to issue another revised Information Memorandum till the reason for such ‘revised Information Memorandum’ is brought to the notice of the ‘Committee of Creditors’ and the ‘Committee of Creditors’ allows the ‘Resolution Professional’ to prepare a revised Information Memorandum.
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Karnataka High Court has held that borrower has no right of hearing in proceedings under Section 14 of the SARFAESI Act and set aside the general directions issued by a Single Judge that borrowers have the right to be heard in proceedings under Section 14.
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Delhi High Court has put on hold a practice in Tihar jail under which 25% of the wages of prisoners is deducted for a victim compensation fund.
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Supreme Court has asked Maharashtra Government to produce the chargesheet filed against five activists arrested over alleged Maoist links.
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Supreme Court has dismissed the petition challenging elevation of Justice Subramonium Prasad as an Additional Judge of the Madras High Court in June this year, alleging that he has not practiced before Madras High Court.
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Delhi High Court has held that jurisdiction to execute foreign arbitration award continues with the high court, despite the change in pecuniary jurisdiction as per 2015 amendment to Delhi High Court Act.
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Madras High Court has ordered the Directorate of Indian Medicine and Homeopathy to permit a 16-year-old student to take part in the counselling for B.A.M.S course.
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Company conversion to LLP a transfer, taxable: I-T Appellate Tribunal
A new tax ruling threatens to challenge a strategy that allowed thousands of businesses and professionals to reorganise themselves and attract foreign investors.
This involved converting closely held companies into limited liability partnerships (LLPs) — a structure that was introduced a decade ago. While LLP was intended to help businesses to scale up, many were also allured by its ability to freely distribute profits to partners as dividend without deducting any dividend distribution tax.
The new ruling would force many companies to change tack.
In mid-November, a Mumbai bench of the Income Tax Appellate Tribunal said conversion of a company into LLP is covered by the definition of ‘transfer’ and therefore liable to capital gains tax.
The decision puts a question mark on an earlier Bombay High Court decision that the conversion of a partnership firm into company does not amount to ‘transfer’ and involves no ‘consideration.’
Read more at:
//economictimes.indiatimes.com/articleshow/66913616.cms?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst
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GST Fraud: Two arrested in Mumbai
Read more at: http://www.taxscan.in/gst-fraud-two-arrested-mumbai/31185/