Saturday, 26 April 2014

Competition Commission of India - March 2014

Notification/Order No.
Combination Registration No. C-2014/01/148
5(a) of the Competition Act, 2002

In the said order, CCI approved the acquisition  acquisition of certain brands of Elder Pharmaceuticals Limited, in India and Nepal, by Torrent Pharmaceuticals Limited in various therapeutic segments of Torrent Pharmaceuticals Limited. However, CCI directed the parties to make certain modifications in the agreement executed between them with respect to non-compete clause so as to make it reasonable.

Case Nos. 07 & 30 of 2012
Section 4 of the Competition Act, 2002

An information filed a information with the CCI against M/s Google Inc. and M/sGoogle India Private Limited (collectively "Google") alleging that Google runs its core business of online search and search advertising in a discriminatory manner, causing harm to advertisers and indirectly to consumers and creating an uneven playing field by favouring its own services and of its vertical partners, by manipulating the search algorithms. It was also alleged that Google provides a number of vertical search services like YouTube, Google News, Google Maps etc. and in order to promote its vertical search services, it mixes many of vertical results into organic search results. The effect of such manipulation of results was that Google‟s vertical search partners will appear predominantly when an internet user searches for some information, irrespective of whether the search results are most popular or relevant. Google‟s vertical search partners will appear predominantly when an internet user searches for some information, irrespective of whether the search results are most popular or relevant. Based on the aforesaid information, the CCI opined that there exists prima facie case against Google for contravention of section 4 of the Competition Act, 2002 (abuse of dominance) and director the DG to investigate into the matter. The inevstigations are still pending however during the course of investigations, Google and its officers did not cooperate and provide adequate information to the DG and accordingly CCI has imposed a penlaty of INR 1 crore on Google.

F. No. CCI /CD /Amend /Comb. Regl. /2014.
The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2014
The regulations prescribing the procedures pertaining to combinations under section 5 of the Competition Act, 2002 have been amended. Following are the key amendments:                                                                                                                                                  

(a)    New sub clause 5 to Regulation 9 has been incorporated. As per the new sub-clause the requirement of filing merger notice shall be determined with respect to the substance of the transaction and any
structure of the transaction(s), comprising a combination, that has the effect of avoiding notice in respect of the whole or a part of the combination shall be disregarded.
(b)   the merger notice filing fee for Form I has been increased from INR 10 lakhs to INR 15 lakhs and for Form II has been increased to INR 50 lakhs from INR 40 lakhs.
(c)    Regulation 29 has been omitted. Regulation 29 provided the right to appeal against the orders of CCI.  This regulation was anyway redundant as this right is availabe under section 53B of the ompetition Act, 2002.
(d)   Category 10 of Schedule I (which prescribes the circumstances in which merger notifiaction is not required) which provided that any combination which occured outside India with no local nexus in India need not be notified in India, has now been deleted. This category was anyway redundant as in such cases, CCI has no locus in any case
Formats of Form I and Form II have also been slightly amended.

MCA/ROC March 2014

Companies Act, 2013 was passed by both the houses of parliament and received presidential assent in late August 2013. On 12 September 2013, 98 sections of the New Act were notified and brought into force. Thereafter, on 26 March 2014, 183 sections were notified which will be in effect from 1 April 2014. Rules corresponding to 10 Chapters of the New Act and Section 135 (CSR provision) have already been brought into force. In addition certain clarifications have also been issued. The relevant notifications and rules are listed below along with access links .
Notification/Circular Date Particulars
General Circular No. 4/2014 25-Mar-14 Clarification with regard to section 180 of the Companies Act, 2013
Notification  26-Mar-14 183 sections of Companies Act 2013 have been notified to be in effect from 1 April 2014.
Notification 27-Mar-14 Nomenclature of various forms prescribed under the provisions of Companies Act, 2013 being notified.
Chapter XII 27-Mar-14 The Companies (Meetings of Board and its Powers) Rules, 2014
Chapter XI 27-Mar-14 The Companies (Appointment and Qualification of Directors) Rules, 2014
Chapter IX 27-Mar-14 The Companies (Accounts) Rules, 2014
Chapter VIII 27-Mar-14 Companies
(Declaration and Payment of Dividend) Rules, 2014
Chapter VII 27-Mar-14 Companies (Management and Administration) Rules, 2014
Chapter VI 27-Mar-14 Companies (Registration of Charges) Rules, 2014
Chapter IV 27-Mar-14 Companies (Share Capital and Debentures) Rules, 2014
Chapter III 27-Mar-14 Companies (Prospectus and Allotment of Securities) Rules, 2014
Chapter I 27-Mar-14 Companies (Specification of definitions details) Rules, 2014
Chapter XXIX 28-Mar-14 Companies (Adjudication of Penalties) Rules, 2014
Chapter XXIX 28-Mar-14 Companies (Miscellaneous) Rules, 2014
Chapter XXVI 28-Mar-14 Nidhi Rules, 2014
General Circular No. 06/2014 29-Mar-14 Roll out plan of various forms under the Companies Act, 2013 and continuance of forms under the provisions of Companies Act, 1956
Chapter II 30-Mar-14 Companies (Incorporation) Rules, 2014
Notification 31-Mar-14 Notification for Amendment to Schedule II
Chapter V 31-Mar-14 Companies (Acceptance of Deposits) Rules, 2014
Chapter X 31-Mar-14 Companies (Audit and Auditors) Rules, 2014
Chapter XXII 31-Mar-14 Companies (Registration of Foreign Companies) Rules,2014
Chapter XIV 31-Mar-14 Companies (Inspection, Investigation and Inquiry) Rules, 2014
Chapter XIII 31-Mar-14 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Chapter XXIV 31-Mar-14 Companies (Registration Offices and Fees) Rules, 2014
Chapter XXI 31-Mar-14 Companies (Authorised to Registered) Rules, 2014

SEBI March 2014

circular/notificationno. Date Subject Amendment
CIR/MIRSD/1/2014 12-Mar-14 Anti-Money Laundering/ Countering the Financing of Terrorism (AML/CFT) Obligations of Securities Market Intermediaries under the Prevention of Money- laundering Act, 2002 and Rules framed there under SEBI has amended the SEBI Master Circular CIR/ISD/AML/3/2010 dated December 31,2010 on the subject matter in view of recent  amendments to the Prevention of Money-laundering Act, 2002 and amendments to the Prevention of Money-laundering (Maintenance of Records) Rules, 2005. The amendments are brought in to impose additional obligations on the intermediaries to ensure prevention of money laundering including conducting  risk analysis of investments, relying on third party for client due diligences and maintaining and reporting of records relating to the same. 
CIR/IMD/DF/05/2014 24-Mar-14 Enhancing disclosures, investor education & awareness campaign,
developing alternative distribution channels for Mutual Fund products, etc. 
SEBI has framed a Long Term Policy for Mutual Funds in India which provides for enhancement of reach of Mutual Fund products, promoting financial inclusion, tax treatment , obligation of various stakeholders, increasing transparency by way of prescribed disclosures to be made, etc. 
CIR/CFD/DIL/1/2014 25-Mar-14 Format for Auditors’ Certificate required under
Clause 24(i) of the Equity Listing
SEBI has prescribed a standard format for Auditors’ Certificate required under Clause 24(i) of the Equity Listing Agreement required to be submitted by companies along with scheme of merger/amalgamation/compromise under sections 391-394 of the Companies Act 1956. 
No. 2 of 2014 28-Mar-14 Securities Law Amendment Ordinance 2014 This ordinance is issued to provide continued effect to Securites Law (Amendment) Ordinance 2013 and Securities Law (Amendment) Second  Ordinance 2013 dated 16 September 2013 which brought about certain amendments in the Securities Exchange Board of India Act, 1992, Securities Contract (Regulation) Act, 1956 and the Depositories Act, 1996 as the 2013 Ordinances ceased to operate since 16 January 2014. As per the Ordinance of 2014, certain provisions of the Ordinance 2013 are deemed to have come in to force since 18 July 2013 and the remaining shall come in to force forthwith. 
CIR/IMD/FIIC/6/2014 28-Mar-14 Commencement of Foreign Portfolio Investor ("FPI") regime As per the said circular, the FPI regime shall commence with effect from June 1, 2014. SEBI shall continue to accept all applications for registration of FIIs and Sub Accounts till May 31, 2014. Further, SEBI shall continue to accept all applications for
acknowledgment of fee till May 31, 2014, in respect of those FIIs and Sub Accounts whose fee validity isexpiring on or before September 30, 2014. It is further provided that SEBI shall continue to accept all applications for miscellaneous requests till
May 31, 2014 and with effect from June 01, 2014, the DDPs shall accept all applications for registration, acknowledgment of fees, and miscellaneous requests. Those Qualified Depository Participants (QDPs) who are deemed as DDPs under Regulation 11(1) of the Regulations may continue to open QFI accounts till May 31, 2014

RBI March 2014

Notification/Circular no. Date Subject Amendment
FEMA. 297/2014-RB 13-Mar-14 Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) (Second Amendment) Regulations, 2014 The Regulations are amended to bring it in line with the new SEBI Portfolio Investor Regulations 2014. The amended Regulations recogise registered foreign portfolio investor (RFPI) as person reigstered as such with SEBI. Further, the regulations provide that any foreign institutional investor who holds a valid certificate of registration from SEBI shall be deemed as a RFPI till the expiry of the block of three years. The amended Regulkations are amended at appropriate places to recognise investments to be made by RFPI and also prescribes limits, conditions and complainces required for investments by RFPI.
A.P. (DIR Series) Circular No.
25-Mar-14 Foreign Portfolio Investor
- investment under Portfolio Investment Scheme, Government and Corporate debt
A framework for investments under a new scheme i.e. ‘Foreign Portfolio Investment’ scheme has been issued. This scheme details out all terms and conditions with respect to investment by a SEBI registered Foreign Portfolio Investor.  
A.P. (DIR Series) Circular No.113 26-Mar-14 External Commercial Borrowings (ECB) for Civil Aviation Sector In terms of A.P. (DIR Series) Circular No. 113 dated April 24, 2012 ECB can be raised by airline companies for working capital as a permissible end-use, under the approval route, subject to the conditions stipulated in the said Circular. The scheme was extended till December 31, 2013 vide A.P. (DIR Series) Circular No. 116 dated June 25, 2013. Now, this scheme has been further extended till March 31, 2015. All other conditions stipulated in aforesaid Circular dated April 24, 2012 remain unchanged.
DPSS.CO.PD.No. 2074/02.14.006/2013-14 28-Mar-14 Issuance and Operation of Pre-paid Payment Instruments in India – Consolidated
Revised Policy Guidelines
Consolidated guidelines under Section 10(2) of the Payment and Settlement Systems Act, 2007 have been notified. These guidelines prescribe the general type of pre-paid payment instruments that
can be issued by banks and non-bank entities, as well as guidelines on specific types of prepaid
payment instruments that have been permitted for issuance, such as, co-branded cards,
pre-paid gift instruments, pre-paid instruments issued by banks to government organisations /
financial institutions / corporate for specific purposes, as well as pre-paid instruments issued by
banks for crediting cross border inward remittances