Corporate and Commercial

The Trade Unions Act, 1926 (Act) provides for the constitution and registration of trade unions in India. The Act defines a trade union as “any combinations, whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and employers or between workmen and workmen, or between employers and employers, or for imposing restrictive condition on the conduct of any trade or business, and includes any federation or two or more trade unions (Section 2, Trade Union Act, 1926).”

The Specific Relief (Amendment) Act, 2018 (Amendment Act) was published in the official gazette on 1 August 2018. The Amendment Act has been introduced with the primary intent of introducing greater certainty in enforcement of contracts and enabling faster and easier

On 7 August 2018, the Central Government has issued a notification bringing into force the provisions of Section 10 of the Companies (Amendment) Act, 2017 amending Section 42 of the Companies Act, 2013 (Act) relating to private placement norms for issue of securities. Further, consequential amendments required to the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (PAS Rules) pursuant to Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018 have also been notified.

The Chennai Bench of the National Company Law Tribunal (NCLT) has recently approved the merger of a Limited Liability Partnership (LLP) with a private limited company (Scheme). This newsflash analyses key aspects of the NCLT order permitting the aforesaid merger.

The Ministry of Corporate Affairs (MCA) has, pursuant to its notification dated 5 July 2018 (Notification), amended the Companies (Appointment and Qualification of Directors) Rules, 2014 (Rules).

The Reserve Bank of India (RBI) has issued a circular dated 19 June 2018 (Circular) (Ref: RBI/2017-18/204. A.P. (DIR Series) Circular No. 32) amending the liberalised remittance scheme (LRS) as set out in the Master Direction – LRS issued from time to time (Master Directions).

On 7 June 2018, the Reserve Bank of India (RBI) notified changes to the existing reporting requirements in respect of foreign investments in India with the objective to consolidate and integrate all existing reporting for, inter alia, issue of shares and transfer of shares in a Single Master Form (SMF) online.

The concept that companies are independent corporate personalities and have separate juristic nature has been often misused for illicit purposes, including money laundering and other illegal activities. To bring transparency to the manner in which shares of companies are held, and in compliance of India’s obligations to align its regulatory framework with the recommendations of Financial Action Task Force

Section 234 of the Companies Act, 2013 (Companies Act) and Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Companies Merger Rules) permit mergers and amalgamations between Indian companies and companies incorporated in certain jurisdictions. These provisions mandate prior approval of the Reserve Bank of India (RBI) for any such cross-border mergers.

SEBI, in its board meeting on 28 March 2018 considered the Kotak Committee report (Report) on corporate governance. The Kotak Committee (Committee) had submitted the Report proposing amendments to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (LODR) with the objective of enhancing fairness and transparency in the corporate governance landscape in India.