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Corporate Advisors Law Professionals - CALP llp

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Corporate Advisors Law Professionals - CALP llp

We are a Group of Qualified Professionals providing Advisory services in Company Law, Taxation, Inte Acting as Secretarial Auditor, Advisor or Consultant.

Planning strategies for amalgamation/merger, acquisition, takeover, reconstruction, reorganisation, restructuring and winding up, Incorporation of companies/sec 25/LLP. Filing of petitions before the Company Law Board. Acting as Scrutinizer for postal ballots voting process. Direct and Indirect Taxation Consultancy.

25/10/2022

Looking for CS- Management Trainees for our Kolkata office to join immediately.

Please share your CVs at: [email protected]

16/03/2022

The ICSI has come up with a UDIN Amnesty Scheme, 2022 from 16th March to 31st March, 2022 to Revoke, Modify, Generate New UDINs if missed from 1st July, 2021 to 31st March, 2022. There would be no fees for the service and it would be in a STP (Straight Through Process) Mode. There would further be immunity from Disciplinary Proceedings under UDIN guidelines. This is a one time - limited period opportunity for all Practicing Company Secretaries.

15/03/2022

RBI gave directions called the RBI (Regulatory Framework for Microfinance Loans) Directions, 2022. The directions shall be effective from April 01, 2022, subject to certain stipulations mentioned under the directions.

It would apply to all commercial, primary co-operative banks, state co-operative banks, district central co-operative banks and all non-banking financial companies.

The directions have defined microfinance loan as a collateral-free loan to a household with annual household income up to Rs. 3,00,000. The directions all talk about other aspects related to microfinance loans.

08/03/2022

SEBI has recently amended the (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “Takeover Regulations”). SEBI through these amendments did away with manual filing for most of the transactions with effect from April 01, 2022.

Transactions undertaken in the depository system under Regulation 29 & 31 do not require manual filing except for a few transactions that have been marked under the amendments.

In order to streamline the capture and dissemination of the information related to “encumbrances” and thus bring in more transparency it was decided that all types of encumbrances as defined under Regulation 28(3) shall necessarily be recorded in the depository system.

The depositories shall now the capture the reasons for encumbrances in the depository system.

05/03/2022

*Limited Liability Partnership (Second Amendment) Rules, 2022*

1. There can be 5 Desiganted partners (without having DIN) at the time of Incorporation. (Earlier 2 was allowed)

2. LLP Formation Process became web based Just like the SPICE Forms for Company formation.

3. Directors Details can be fetched from Digi Locker Database.

4. PAN TAN of LLP will be available along with LLP Incorporation similar to company.

5. All Forms of LLP now became web based.

6. Each and every change in LLP Deed will have to be marked in Form 3 with precise information.

7. Web Based Form 9 Consent of Partners is implemented. Resultantly, all Designated Partners Digital Signatures will be required.

8. Place of maintenance of Accounts other than Registered Office - Form 12 is notified.

Link: https://www.mca.gov.in/bin/dms/getdocument?mds=iorXjBHYBr94XltGw2NNBA%253D%253D&type=open

23/02/2022

RBI has recently through a circular made certain clarifications to the notification published in the gazetted of India dated 26th June, 2020 for micro, small and medium enterprises. The new circular has amended a previous circular issued in this regard dated January 19, 2022 by modifying para 3 of the said circular to state that:
“the existing Entrepreneurs Memorandum (EM) Part II and Udyog Aadhar Memorandum (UAMs) of the MSMEs obtained till June 30, 2020 shall remain valid till March 31, 2022.”
Further, it was also clarified that the validity of documents obtained for classification of MSMEs up to June 30, 2020 are also valid up to March 31, 2022.

12/02/2022

The Companies (Accounts) Rules, 2014 were amended recently to introduce changes to rule 12 of the rules.

The amendments introduced Sub-rule 1B in Rule 12 to make it mandatory for companies covered under Section 135(1) of the Companies Act a Corporate Social Responsibility report. Companies would now have to furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding financial year (2020-21) and onwards as an addendum to form AOC-4 or AOC-4 XBRL or AOC-4 NBFC as the case may be.

The proviso to this sub-rule stated that for the preceding financial year (2020-21), form CSR-2 shall be filed separately on or before 31st March, 2022, after filling form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be

11/02/2022

In order to simplify and provide clarity to disclosures in various documents, SEBI has through a recent circular changed the format for disclosures in the abridged prospectus. Earlier, the abridged prospectus contained all disclosures as specified in Annexure I of Part E of the Schedule VI of ICDR Regulations in line with Regulation 34(1) of SEBI (Issue of Capital and Disclosure Requirements), 2018.

The Disclosures in the front cover page of the offer document were also changed. Clause 1(a) of Part A- Schedule VI of the ICDR Regulations specified information to be disclosed on the front outside cover page of the offer document.

Annexure A and Annexure B of the circular would now dictate the format for disclosures in the abridged prospectus and the front cover page of the offer document respectively.

01/02/2022

Indian Budget 2022-23-
*Digital Assets (Crypto) Taxation (Important Points):*

1. Crypto Currencies will be treated as Digital Assets.

2. Income from Digital Assets will be taxed at 30% (the highest tax band in country)

3. Losses from transactions in virtual digital assets cannot be offset against other income, the Finance Minister said.

4. For cryptocurrencies given as gifts, the gifts are to be taxed on the hands of the recipient, she said, adding that there will also be a 1 per cent tax deducted at source (TDS) on the payments made for the transfer of digital assets.

5. No deduction in respect of any expenditure or allowance shall be allowed while computing such income, except the cost of acquisition," the minister said

6. The government is leaning towards allowing cryptocurrencies as a financial asset; though the user will not be able to make payments with them, they can be held like shares or gold.

7. There are an estimated 15 million to 20 million cryptocurrency investors in India, with total crypto holdings of around Rs 40,000 crore ($5.29 billion), according to industry estimates.

8. The RBI has voiced "serious concerns" around private cryptocurrencies on the grounds that these may cause financial instability.

9. The Finance Minister said in the Budget that the RBI will this year introduce a digital rupee, backed by blockchain technology.

10. Introduction of a central bank digital currency will give a big boost to digital economy. Digital currency will also lead to a more efficient and cheaper currency management system, the Finance Minister said.

30/01/2022

SEBI amended the Listing obligations and Disclosure Regulations, 2015 through a circular dated 22nd Jan, 2022. The changes introduced were as follows,

1. Regulation 17 sub-regulation (1C) after the words “Board of Directors” the words “or as a manager” shall be inserted and a proviso was inserted to clarify that a person earlier rejected by the shareholders and up for consideration for appointment/ re-appointment including as a managing director or a whole-time director for a second time shall be done accompanied with a detailed explanation and justification by the nomination and remuneration committee and the board of directors under the sub-section (1) of section 102 of the Companies Act, 2013.

2. Regulation 32 has been amended to change the requirement of putting forth the report of the monitoring committee on quarterly basis from annual basis before the audit committee. Under Regulation 32, the monitoring committee is tasked with monitoring the utilisation of proceeds of a public or rights issue.

3. Regulation 39 and Regulation 40 were also amended wide this circular. The Proviso under Regulation 40 was amended to state the requests for effecting transfer of securities shall not be processed unless the securities were held in the dematerialised form with a depository. In sub-regulation (3) of Regulation 40, the period for registering transfer of securities in the name of the transferee, issuance of certificates, receipts were extended to 21 days from 15.

4. Schedule VI, clause D, in sub-clause (1) was also amended, the proviso was omitted.

20/01/2022

SEBI has through its latest amendments to the Issue of Capital & Disclosure Requirements (Regulations) substituted the word “statutory auditor” under Reg. 163(2) to “practicing company secretary”. Further an explanation to Reg. 163(2) has also been added where the issuer has been told to host the certificate on its website and provide a link for the same in the notice for the general meeting of the shareholders considering the proposed preferential issue.

Earlier, issuers had to place a copy of the certificate given by statutory auditors before the general meeting of the shareholder considering the proposed preferential issue was being made in accordance with the requirements of the ICDR regulations.

14/01/2022

SEBI vide circular dtd. January 7, 2022 stated several Disclosure obligations of listed entities in relation to Related Party Transactions as follows:

1.Vide notification dated September 07, 2021, Regulation 15(1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODRRegulations’) was introduced stipulating that Regulations 15 to 27 of Listing Regulations shall be applicable to high value debt listed entities on a ‘comply or explain’ basis.

2.Subsequently, vide amendmentdated November 9, 2021, Regulation 23 of the LODR Regulations on related party transactions was amended, inter-alia, mandating listed entities that have listed specified securities to submit to the stock exchanges disclosure of Related Party Transactions(RPTs)in the format specified by the Board from time to time. 3.SEBI vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 has specified following disclosure obligations of listed entities in relation to Related Party Transactionswith respect to specified securities:

a.Information to be reviewed by the Audit Committee for approval of RPTs;

b.Information to be provided to shareholders for consideration of RPTs and;

c.Format for reporting of RPTs to the Stock Exchange.

4.Since the provisions of Regulation 23 of the LODR Regulations would be applicable to high value debt listed companies also, it has been decided to makeprovisions of the above referred circular dated November 22, 2021 applicable to highvalue debt listed entities.

Address

19A, JLN Road, 1st Floor, Room 6
Kolkata
700087

Opening Hours

Monday	11am - 7pm
Tuesday	11am - 7pm
Wednesday	11am - 7pm
Thursday	11am - 7pm
Friday	11am - 7pm
Saturday	11am - 4pm

Telephone

03340071145

Website

http://www.corporateadvisorslawprofessionals.in/

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