The weekly messenger | Edition 21.21

REGULATORY NEWS

MCA amends the definition of electronic mode -5 August 2021
 
The Ministry of Company Affairs (MCA) has issued the Companies (Specification of Definitions Details) Third Amendment Rules, 2021 and the Companies (Registration of Foreign Companies) Amendment Rules, 2021, wherein the following explanation has been added to the definition of the term ‘electronic mode’:
 
“For the purposes of this clause, electronic based offering of securities, subscription thereof or listing of securities in the International Financial Services Centres set up under section 18 of the Special Economic Zones Act, 2005 (28 of 2005) shall not be construed as ‘electronic mode’ for the purpose of clause (42) of section 2 of the Act”.
 
These Rules shall come into force w.e.f. 5 August 2021.
For Companies (Specification of Definition Details) Third Amendment Rules, 2021, click here.
 
For Companies (Registration of Foreign Companies) Amendment Rules, 2021, click here.
 
Notification under section 393A of the Companies Act, 2013- 5 August 2021
 
The Central Government has exempted the following companies from the provisions of Sections 387 to 392 (both inclusive) of the Companies Act, 2013:

• Foreign companies
• Companies incorporated or to be incorporated outside India, whether the company has or has not established, or when formed may or may not establish, a place of business of India.

insofar as they relate to the offering for securities subscription in the securities, requirements related to the prospectus, and all matters incidental thereto in the Internal Financial Services Centres set up under section 18 of the Special Economic Zones Act, 2005.
 
For more information, click here.

SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021- 3 August 2021.
 
The Securities and Exchange Board of India (SEBI) has issued the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021.Some of the key amendments issued vide these regulations are as follows:

• In Regulation 16 ‘Definitions’, certain changes have been made in the definition of ‘Independent Director’.
• In Regulation 17 ‘Board of Directors’, a new sub-regulation has been inserted, which states that appointment of any person on the board shall be approved by the shareholders either at the next general meeting or within a period of 3 months from the date of appointment, whichever is earlier.
• In Regulation 23(2), which deals with Related Party Transactions, a new proviso has been inserted which states that only those members of the audit committee, who are independent directors, shall approve related party transactions.
• As per Regulation 25 ‘Obligations with respect to independent directors’, going forward approval of shareholders by way of a special resolution would be required for the appointment, re-appointment, or removal of an independent director of a listed entity.

These regulations shall come into force w.e.f. 3 August 2021.
 
For more information, click here.