To begin with, compliance with laws and regulations is essential for businesses to operate smoothly and to ensure their legitimacy. This is particularly important in India, where the Companies Act, 2013 (“CA 2013” / “Act”) introduced a significant change in the legal and regulatory framework for companies. Compliance with these laws is crucial as even the smallest mistake (what we call as “nano” compliances) can lead to significant consequences.

Recently, the RoC, NCT of Delhi and Haryana, passed an order for violation of section 42 of the Act pertaining to private placement of securities. A threshold limit has been set out in the Act that an offer or invitation to subscribe securities under private placement shall not be made to persons exceeding 50 or such other higher number as prescribed by the rules, that is, 200. The same can be substantiated by the Sahara case Further, the Act also states that no company issuing securities through private placement should release any public advertisements or use any media, marketing, or distribution channels or agents to inform the general public about such issues.

Since the starting of economic liberalization in India in 1991, India has emerged as a top destination for investments globally. In terms of its economic growth, India is one of the world’s largest and fastest growing economy. While COVID-19 disrupted the growth path in 2020, India is expected to roar back to annual growth of more than 7% each year in coming five years

Conceptually, a foreign investor has an option to make investment in India either directly or indirectly through an Indian entity (i.e. a company or LLP) owned or controlled by it. Direct investment by foreign investor in India is known as foreign direct investment (‘FDI’), and where the investments are routed through an entity set up in India, it becomes an indirect foreign investment (popularly known as - downstream investment). For the foreign investors already having presence in India and intend to diversify investments or expand operations through acquisitions, downstream investment could be a better proposition considering that investment and acquisitions undertaken through the Indian subsidiary(ies) attracts relatively lesser compliances, as compared to the FDI. Downstream investment can also be used as an efficient tool for deploying surplus funds of Indian subsidiary to achieve investment goals of foreign investor in India.

In exercise of the powers conferred under Section 135 and sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (“Act”), the Central Government recently amended The Companies (Corporate Social Responsibility Policy) Rules, 20141 through the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022.2 (“Amended CSR Rules”)

The Government of India through Press Note 3 (2020 Series) dated April 17, 2020 (“Press Note 3”) had amended its Foreign Direct Investment Policy to state that any investment by an entity of a country, which shares ‘land border’ with India, or where the ‘beneficial owner’ of an investment into India is situated in or is a citizen of any such country, can be made only upon seeking prior approval of the Government of India (“GOI”). Press Note 3 also provided that an approval from the GOI is required for direct or indirect transfers of ownership of any existing or future foreign direct investment in an Indian entity, resulting in a change in the ‘beneficial ownership’ falling within the above-mentioned geographic restrictions.

The Ministry of Corporate Affairs (“MCA”) with a view to enhance Ease of Doing Business and to work towards its endeavor for Complete virtualization of Board approval process has omitted Rule 4 of the Companies (Meetings of Board and Its Powers) Rules, 2014 which restricted the Board to deliberate the below mentioned agendas through a Video Conferencing meeting (“VC Meeting”) which meant below agenda could only be discussed at a physically convened meeting.

Every company / LLP / liaison office / branch office is required to file various forms, returns and documents with the Registrar of Companies / Reserve Bank of India. We have provided a gist of standard statutory filings for FY 2021-2022 along with timelines below for quick reference.

The global COVID-19 pandemic has hit entire country and as of this writing, the number of cases is rising every day in India. Everyone is now well acquainted with the economic downturn and how COVID 19 has impacted our lives. While India and others have been working around the clock to flatten the curve, corporates and business are facing different challenges during this crisis—some are reaching new levels of growth with new opportunity, while others are struggling to survive.

Government introduced the Companies (Amendment) Bill, 2020 (“the Bill”) in the Lok Sabha on March 17, 2020 to further amend certain provisions of the Companies Act, 2013 (“the Act”). Since the notification of the Act in 2013, it has been amended time to time by the Government including

All applicable sections of the Companies Act, 2013 related to holding general meetings (except those specific to AGM). Rules 18 to 23 of the Companies (Management and Administration) Rules, 2014. and any other rule as may be applicable.

This principle shall not apply to shareholders holding 2% or more shareholding, promoters, institutional investors, directors, key managerial personnel and the Chairperson of the various committees as may be applicable to the companies.

The term ‘Corporate Governance’ became a buzzword in early 2000’s due to introduction of series of legal and regulatory reforms by the Indian government to instil and to improve the level of responsibility, accountability, board practices and transparency in conduct of business by the large corporates where the public interest in involved.

In wake of worldwide outbreak of Covid-19, MCA with the right intent has issued a clarification on holding of AGM through VC or any OAVM mode via General Circular No. 20/2020.