Monday, 1 January 2018
Alpha Partners, alongwith CBRE as the lead member, closes the sale of ITDC Ashoka Hotel, Jaipur to the State Government of Rajasthan. The transaction is pursuant to the disinvestment drive of the Government of India. Alpha’s role was to structure the transaction to achieve the objectives of the transaction, review of the property related documents, submission of report on possible structures, drafting of transaction documents between Ministry of Tourism and State Government.
Alpha assisted Mayer Brown LLP in representing ARM Inc. in the acquisition of ChaoLogix Inc and Chaologix Technologies India Private Limited which is an Indian subsidiary of ChaoLogix Inc. ChaoLogix is a US based company involved in developing computing architecture and chip sets and was acquired by ARM Inc. by way of a reverse merger and consequently Chaologix India became a downstream subsidiary of ARM Inc. Alpha’s role was to conduct due diligence of the Indian entity, review of merger agreement, assistance in closing and assistance in transition of the Indian business and staff to ARM’s Indian entity.
Alpha has recently been empaneled as a law firm with Industrial Finance Corporation of India (IFCI), Fedbank Financial Services Limited and IFCI Infrastructure Development Limited (IIDL).
Companies Act, 2013
The Parliament passes yet another amendment to the Companies Act, 2013 titled ‘Companies (Amendment) Bill, 2017’. The bill although passed by Parliament on December 19, 2017, is still pending official notification in the official gazette.
Insolvency and Bankruptcy Code
The lower house of the Parliament, Lok Sabha, has passed an important amendment to the new law on Insolvency and Bankruptcy. The bill is titled ‘The Insolvency and Bankruptcy Code (Amendment) Bill, 2017’ which is still required to be passed by the upper house and officially notified in the official gazette. The Bill prohibits certain persons from submitting a resolution plan in case of defaults. These include: (i) wilful defaulters, (ii) promoters or management of the company if it has an outstanding non-performing debt for over a year, and (iii) disqualified directors, among others. Further, it bars the sale of property of a defaulter to such persons during liquidation.
In response to deactivation of the director identification numbers (“DIN”) of the directors associated with companies which have failed to file their financial statements and annual returns for a continuous period of 3 years, the disqualified directors and defaulting companies have been making representations seeking an opportunity to rectify their defaults under Section 164 read with Section 167(1) of the Companies Act, 2013.
Condonationof Delay Scheme, 2018 (“COD Scheme”) was placed before the Delhi High Court with an intent to provide an opportunity to the defaulting companies and disqualified directors to file the overdue e-forms (along with the additional fee) with the Registrar of Companies (“ROC”) within prescribed time period. After filing the pending e-forms with the ROC, the defaulting companies are required to file an e-form for condonation of delay along with a fee of INR 30,000.
Key highlights of the Scheme:
1. The COD Scheme will remain valid from 01.01.2018 till 31.03.2018;
2. The Scheme is applicable to all defaulting companies (other than companies which have been stuck off from the register of companies);
3. Only the documents which were due for filing till 30.06.2017 can be filed under the COD Scheme;
4. The DINs of disqualified directors will be temporarily activated during the validity of the Scheme;
5. The benefits of this Scheme can be availed only for filing e-forms 20B/MGT-7, 21A/MGT-7, 23AC, 23ACA, 23AC-XBRL, 23ACA-XBRL, AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 (Non-XBRL);
The DIN of directors of companies whose name has been struck off from the register of companies and in respect of which an application for revival has been made with the NCLT, will be reactivated only upon NCLTs order subject to filing of pending documents/e-forms by the defaulting companies.