India: Rupee Denominated Bonds Issued To Overseas Investors

Last Updated: 11 October 2016
Article by Alaya Legal



Notification Dated August 12, 2016 issued by the Ministry of Corporate Affairs regarding rupee denominated bonds issued to overseas investors

Amending the Companies (Share Capital and Debentures) Rules, 2014 to read as the Companies (Share Capital and Debentures) Rules, 2016, a sub rule (11) has been added to Rule 18 stating that nothing contained in this rule shall apply to rupee denominated bonds issued exclusively to overseas investors in terms of A.P. (DIR Series) Circular No. 17 dated September 29, 2015 of the Reserve Bank of India.

The Companies (Incorporation) Third Amendment Rules, 2016

The Ministry of Corporate Affairs, Central Government has notified the Companies (Incorporation) Third Amendment Rules, 2016 on July 27, 2016 amending the Companies (Incorporation) Rules 2014. As per the Amendment now a natural person shall not become a member of more than one 'One Person Company' at any point in time and the said person shall not be a nominee of more than one 'One Person Company'. Further, the Amendment now provides that every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website. Further, the Central Government may as and when required, notify the other documents on which the name of the company shall be printed.

The Amendment also provides for conversion of unlimited liability company into a limited liability company by shares or guarantee.

The Companies (Cost Records and Audit) Amendment Rules, 2016

The Ministry of Corporate Affairs, Central Government has notified the Companies (Cost Records and Audit) Amendment Rules, 2016 on July 14, 2016 amending Companies (Cost Records and Audit) Rules, 2014. The Amendment substitutes the definition of "cost audit report" provided under Rule 2(d).

As per the new definition, "cost audit report" means the duly signed cost auditor's report on the cost records examined and cost statements which are prepared as per the rules, including attachment, annexure, qualifications or observations attached with or included in such report. Further, it has also amended Rule 3 comprising the Table containing the Sectors/Industry/Product/Service on which the maintenance of the Cost Records shall apply. However, this Rule shall not apply to a company which is engaged in generation of electricity for captive consumption through Captive Generating Plant.

National Company Law Appellate Tribunal Rules, 2016 and National Company Law Tribunal Rules, 2016

The Ministry of Corporate Affairs, Central Government, in exercise of the powers conferred by section 469 of the Companies Act, 2013 has notified the National Company Law Appellate Tribunal Rules, 2016 and National Company Law Tribunal Rules, 2016 on July 21, 2016 which is effective from the date of notification.

The Companies (Share Capital and Debentures) Third Amendment Rules, 2016

In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government has notified the Companies (Share Capital and Debentures) Rules, 2014, amending the Companies (Share Capital and Debentures) Rules, 2014.

As per the amended provision now a company may issue equity shares with differential rights upon expiry of five years from the end of the financial year in which such default was made good. Further, a startup company, as defined in notification number GSR 180(E) dated 17th February, 2016 issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, may issue sweat equity shares not exceeding fifty per cent of its paid up capital upto five years from the date of its incorporation or registration.

The Companies (Accounts) Amendment Rules, 2016

In exercise of the powers conferred by sub-sections (1) and (3) of section 128, sub section (3) of section 129, section 133, section 134 and section 138 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government has notified the Companies (Accounts) Amendment Rules, 2016 amending the Companies (Accounts) Rules, 2014.

The Amendment substitutes the second proviso of rule 6. As per the new proviso the manner of consolidation of accounts prescribed in rule 6 shall does not apply in respect of preparation of consolidated financial statements by a company if it meets the following conditions: –

  1. it is a wholly-owned subsidiary, or is a partially-owned subsidiary of another company and all its other members, including those not otherwise entitled to vote, having been intimated in writing and for which the proof of delivery of such intimation is available with the company, do not object to the company not presenting consolidated financial statements;
  2. it is a company whose securities are not listed or are not in the process of listing on any stock exchange, whether in India or outside India; and
  3. its ultimate or any intermediate holding company files consolidated financial statements with the Registrar which are in compliance with the applicable Accounting Standards.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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