Wednesday, 27 March 2019

CORPORATE UPDATES 27.03.2019





TDP MP SEEKS RELAXATION OF AGE CAP NORM IN APPOINTMENT OF DIRECTORS

Kanakamedala Ravindra Kumar, a Rajya Sabha MP belonging to Telugu Desam Party (TDP) from Andra Pradesh, has written to the Ministry of Corporate Affairs (MCA) seeking relaxation of SEBI norms with regard to appointment of directors aged 75 years and above. Kumar has said that SEBI’s diktat was in contradiction to the Companies Act 2013 and may lead to additional cost burden for companies to call for special shareholder meeting just to pass a single resolution. From April 1, listed companies may no longer be able to continue having directors aged 75 years and above, according to a SEBI order, unless they pass a special resolution and seek shareholder permission. Citing costs involved for companies in organising special shareholder meet for a single resolution to follow SEBI’s deadline, Kumar has requested the MCA that instead SEBI should allow continuation of directors aged 75 years and above up to the next shareholder meet when a resolution can be passed. Also, Kumar argues that SEBI’s new norms are contradictory to the Companies Act 2013 in the sense that if a board wants to appoint a new director who has attained 75 years of age as an additional director, then no prior special resolution is required under Section 161 but new SEBI norms make it mandatory to pass special resolution.
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AT ONLY 3%, CORPORATE INDIA IS STILL STRUGGLING TO BRING WOMEN TO THE TOP

Despite all the talk around gender diversity and affirmative action, corporate India has failed to bring more women into leadership positions in recent times. Out of every 100 CEOs and managing directors of companies listed on the National Stock Exchange, only about three are women, and this has been the case since 2014, show data. Out of 1,814 chief executives and MDs of NSE-listed companies, only 67, or 3.69% are women as of March 6, 2019, as per latest data from Prime Database. This shows that the percentage of women CEOs/MDs has remained almost stagnant since March 2014 when out of 1,249 CEOs/MDs, 40, or 3.2%, were women. If the numbers (women CEOs) haven’t changed, it is obvious that despite the stated intent to improve diversity and create opportunities for women at all levels, action has not matched the talk, said Vinita Bali. Clearly, a lot more needs to be done if we believe in equity and merit. Bali, however, pointed out that gender diversity initiatives take time to reflect at the top of a company. It is also important to remember that the CEOs/MDs of today are the result of decisions and actions taken more than five years ago, she told. Their numbers can only increase if the supply of COOs, CFOs, CMOs, CIOs, etc., increases. If that pipeline is not increasing, we will never find enough CEO material at the top. Kiran Mazumdar-Shaw, said two-way efforts are needed to create more women CEOs – firstly, women need to push themselves to take up leadership roles (they are usually not confident enough) and secondly men must not overlook women. The top talent in India is naturally skewed towards choosing men as CEOs and MDs, Mazumdar-Shaw told. There is an opportunity and need for women to play leadership roles and we (India Inc) need to work seriously over next five to 10 years to ensure this. Globally, too, men are on the driver’s seat in most multinationals. There were just 24, or 4.8%, women among CEOs of companies that made up the 2018 Fortune 500 list. This was a 25% fall from 2017 when women were at the helm of 32, or 6.4%, companies in the Fortune 500 list. It is a long road ahead to bring more women to the top, but some experts feel that India Inc is on the right path. Historically, the representation of women in the workforce has been low in India, but as more women enter workforce, more and more will start climbing the corporate ladder, said Pranav Haldea. This may eventually result in high representation of women as CEOs. Some others feel gender diversity suffers as one climbs to the top. This is a classic pyramid issue, said Suchi Mukherjee. While at the entry levels women are much better represented, by the time one gets to the senior levels, it thins out to the point that merely 3% make it as CEOs as in the case of India. Even among Fortune 500 companies only 5% women make it as CEOs, she said. Women in corporates need more mentors, especially male mentors as this gives them both perspective and sponsorship to the extent that is needed internally, Mukherjee said. Debashis Chatterjee said women are not active in peer group networking a skill needed to rise to the top. There is also a learned helplessness among some very talented women who become vulnerable to competing demands from family, fear of failure and risk aversion, he said. Falguni Nayar, is much more positive about gender diversity, saying it’s only a matter of time before women occupied a lot more CEO/MD positions. If you see how organisations are evolving now, if you fast forward another 5-10 years, the pace of change will be much faster than what has happened in the past, said Nayar. Navnit Singh, said companies have not spent enough time in the last decade to give opportunities at senior levels to women, but it is improving.
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NCLAT STAYS DOT SHOW-CAUSE NOTICE TO RCOM; NEXT HEARING ON APRIL 8

The National Company Law Appellate Tribunal (NCLAT) on Tuesday stayed until further orders any action by the Department of Telecommunications (DoT) on the two show-cause notices it had issued to Reliance Communications (RCom). The DoT had issued these show cause notices to RCom on March 14 and March 15. A two-member bench headed by Chairperson Justice S J Mukhopadhaya also stayed the operation of a DoT letter of March 20 in which it had asked Axis Bank to encash a bank guarantee of Rs 2,000 crore given by the Anil Ambani group firm. In the first show cause notice, the DoT had sought to know as to why the bank guarantees submitted by debt-laden telecom service provider should not be invoked by the government. In the second show-case notice, the telecom department had sought to know as to why RCom’s spectrum licence should not be cancelled for failing to pay spectrum fees on time. RCom had approached the NCLAT pleading that the show-cause notices issued by the DoT and the letter written to Axis Bank were in violation of the appellate tribunal’s February 4 order. On February 4, the NCLAT had said that until further orders of from the appellate tribunal or the Supreme Court, no one would sell, alienate, or create third-party rights over RCom's assets. On Tuesday, while staying DoT action on the two show-cause notices and the letter, the NCLAT also impleaded the telecom department as the respondent along with Axis Bank. The two member bench said it would like to hear the DoT on April 8, the next date of hearing, before deciding on the matter.
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NCLT ADMITS REVISED BID FOR JYOTI STRUCTURES; DBS TO MOVE SC

The Mumbai bench of the National Company Law Tribunal (NCLT) Tuesday accepted the amended resolution plan for Jyoti Structures, following an order to this effect by the appellate tribunal, a move opposed by DBS Bank saying it will move the Supreme Court. Jyoti Structures, which owes Rs 7,010.55 crore and interest to the lenders, is among the first 12 large accounts referred to NCLTs by the Reserve Bank in June 2017. The sole bidder Sharad Sanghi, who heads the software firm Netmagic, Monday submitted a revised bid as per an order of the National Company Law Appellate Tribunal (NCLAT) last week. In the amended bid, Sanghi will pay Rs 3,965 crore in 12 years against the original bid of 15 years. As per this first bid, the company has a liquidation value of just Rs 1,112.52 crore, leaving the bankers with a 43 percent haircut. However, DBS Bank, which is the first charge-holder in the case, opposed the NCLT move and said it will challenge the same in the Supreme Court. The bank is peeved by the fact that the amended plan does not distinguish between the first charge-holder and the second charge holder. The company owes Rs 53.77 crore to DBS Bank. It cannot noted that last week the NCLAT had set aside an NCLT Mumbai bench's July 31, 2018 order to liquidate Jyoti Structures, and asked the bench to consider the Rs 4,000-crore resolution plan submitted by Sanghi and others. The case is remitted to the Mumbai NCLT to approve the revised resolution plan, said the NCLAT order. It can be noted NCLT Mumbai on July 31,2018, rejected the Sanghi's resolution plan and ordered liquidation of the company which owes Rs 7,010.55 crore to the lenders. According to the Rs 3,965.06-crore resolution plan by Sanghi, who is the managing director and chief executive of IT solutions provider Netmagic, along with others, Rs 50 crore would be paid upfront, followed by Rs 75 crore over the next 12 months and the remaining in staggered payments over the next in 15 years. Under the revised plan, he would pay the remaining amount in 12 years.
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INVESTORS MOVE SEBI TO EXTEND DEADLINE FOR COMPULSORY DEMAT SHARES

With just five days left for investors holding physical shares to convert those into demat form, an online survey of 10,000 investors showed that three of the four polled want Sebi to extend the deadline by another three months, till June 30. Interestingly, about one in every five persons polled said they were not ever aware of the Sebi mandate on this issue. The survey by LocalCircles, a communities-based portal that takes up citizens’ causes related to governance and utilities also pointed out several reasons for delay in conversion of shares into demat form which include rejection by registers due to petty reasons, delays by courts in clearing succession cases, delayed communication from companies, etc. Some investors also said that companies should also take up some responsibility for this Sebi-mandated compulsory conversion that, as of now, puts the whole onus on investors. On Tuesday, LocalCircles also sent the survey results and its recommendations to Sebi for consideration. It also requested the regulator to extend the deadline till June 30 The survey showed that 59% of those polled said their family will not be able to meet the March 31 deadline while 17% said yes and 24% said they did not have any shares in physical form. On the question of facing difficulties in getting physical shares converted into demat form, 39% said they faced some problems like opening of demat account, or with the broker, the company or had succession issues pending in courts while as many as 22% said they were unaware about this issue till recently and 11% said they did not face any difficulties during the conversion process.
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VALIDITY OF NCLT & NCLAT UNDER COMPANIES ACT 2013 TO BE EXAMINED BY SC CONSTITUTION BENCH

The Supreme Court Constitution Bench hear the petition filed by Madras Bar Association challenging the creation of National Company Law Tribunal and National Company Law Appellate Tribunal under the Companies Act 2013. The constitutional validity of Chapter XXVII comprising Sections 407 to 434 of the Companies Act 2013 which constitute NCLT and NCLAT is the issue before the five judges' bench will examine. According to the petitioner, the creation of NCLT and NCLAT impinges on the basic structure of constitution by affecting judicial independence. It argues that the members of these Tribunals, which are to exercise powers otherwise enjoyed by the High Courts, can be easily removed by the central executive and therefore judicial independence is heavily compromised. This issue was referred to larger bench by a three judges' bench of Justices T S Thakur(later CJI), R F Nariman and P C Pant on February 18, 2015, expressing that substantial points of law involving interpretation of constitution falls for determination. That bench also noted that a similar challenge by Madras Bar Association against National Tax Tribunal was dealt with by a constitution bench. Accepting that challenge, a Constitution Bench had declared National Tax Tribunal unconstitutional on September 25, 2014.. The National Tax Tribunal judgment authored by Justice Nariman and Justice Chelameshwar dealt in detail with the emergence of tribunalization in India and how the judicial power of courts has been curbed by transferring cases to tribunals under direct supervision of the executive. The judgment also dealt in detail Article 323A & 323B along with the doctrine of separation of powers.
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NCLT ADMITS BANK OF INDIA’S INSOLVENCY PLEA AGAINST SHRENUJ & CO

Shrenuj & Co, the century-old diamond house that had the late Maharani Gayatri Devi of Jaipur as its brand ambassador during its heydays, has been admitted into bankruptcy court The National Company Law Tribunal (NCLT) admitted an insolvency petition filed by Bank of India against the company forRs 226 crore of loans The state-owned lender represented a consortium of 17 banks and financial institutions. NCLT also directed a probe into claims by the company that the bank had misappropriated or lost its diamonds kept as security due to fraud or gross negligence. The financial creditor, along with other members of the consortium, is jointly and severally liable to pay an amount of Rs 1,561.87 crore to the corporate debtor, against the value of the company’s stock, Shrenuj told the NCLT. The corporate debtor claims Rs 5,000 crore as damages for loss of business, profit and goodwill. The Mumbai bench of NCLT, while passing an order admitting Shrenuj, appointed Hiten Mukundbhai Parikh as interim resolution professional and asked him to inform the Enforcement Directorate, the Economic Offences Wing, the Income Tax Department and the Serious Fraud Investigation Office to look into the matter. The lenders denied any misappropriation, tampering with or replacement of the diamonds. There has been a default in repayment and the same has been admitted to some extent, the lenders informed the court. Shrawat said the corporate debtor should be put under insolvency proceedings and simultaneously an investigation be carried out so that the interests of all stakeholders can be watched and protected.
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NCLT RESERVES ORDER IN STERLING BIOTECH OVER SETTLEMENT ISSUE

Attempt to withdraw the insolvency proceedings against Sterling Biotech by committee of creditors did not materialize and the National Company Law Tribunal reserved its order in the matter and listed the matter for hearing on April 26. The bench presided over by V.P.Singh and Ravikumar Duraisamy questioned the motive of the bankers who have accepted the one time settlement offer by the committee of creditors because granting the plea that the bankers have made would mean the absconding promoter of the company would get back the company with a clean balance sheet. But, Section 29 A of Insolvency and Bankruptcy code says that the promoters of the debt ridden company which is facing insolvency proceeding cannot bid for the company. But if the withdrawal application is accepted by the tribunal under section 12 A, which states that a withdrawal application may be approved by the NCLT after 90 per cent of the CoC by vote share approves of it, then it will essentially mean that the promoters will shrug off their liabilities, get their company back and pay a fraction of the amount they owe to the banks and the banks will have to take a large haircut on their exposure. The tribunal had sought the views of Ministry of Corporate Affairs(MCA), Income Tax department, Enforcement Directorate, Securities and Exchange Board of India (Sebi), Reserve Bank of India (RBI) and CBI on the matter. Out of all the concerned authorities who were asked to give their views, ED and Sebi replied. ED said, it is in the process of declaring the promoter of the debt ridden company – Nitin Sandesara – as a fugitive economic offender and they have already attached Rs 4700 crore worth of properties of the promoters. Moreover, ED reply stated that they can also attach the entire one time settlement money the bankers are expecting to get out of the settlement deal as the Fugitive Economic Offenders Act supersedes all other acts. The tribunal has again asked the MCA to give their views on the matter as most of the banks involved in the case are state owned banks in which government has the majority shareholding.
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NO TAKERS FOR JOB OF INDEPENDENT DIRECTOR IN IL&FS COMPANIES

The position of independent director in IL&FS and its group companies, once a prized job for retired bureaucrats and top corporate executives, has lost its shine — as many as 77 positions are vacant and there are few takers. So dire is the sitaition that the revamped board chaired by Uday Kotak has appealed to the Mumbai bench of the National Company law Tribunal (NCLT) to exempt it from making these appointments. Most of these positions fell vacant after a slew of resignations by directors following the IL&FS debt default crisis in September 2018. In some cases, directors were not replaced after their term got over. The new IL&FS board has got few takers for these positions. Caught in a bind with overall debt in excess of Rs 90,000 crore, the directors have in their petition to NCLT dated March 15, 2019, said: Given the financial condition of IL&FS Group and the situation prevailing across the group, the newly appointed directors are unable to find independent directors to be appointed on the board of directors of its Group Companies. Under the circumstances it is just necessary, convenient and in the interests of justice that this Hon’ble Tribunal be pleased to dispense with the requirement for appointing independent directors on the board of companies where such independent directors are required. Since several of these companies need to have at least one woman director, too, the board has also sought exemption from appointing women directors citing the reason stated above.
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SC ASKS EX-RANBAXY PROMOTERS TO APPRISE HOW THEY'LL COMPLY WITH RS 3500 CR ARBITRAL AWARD

The Supreme Court Thursday asked former Ranbaxy promoters Malvinder Singh and Shivinder Singh to submit a concrete plan for paying Rs 3,500 crore to Daiichi Sankyo as directed by a Singapore tribunal. The top court asked the Singh brothers to consult their accountants as also financial and legal advisors and apprise it by March 28. The Japanese firm has filed a contempt plea against the Singh brothers, saying that it was promised some shares of Fortis Healthcare by them and sought the recovery of Rs 3,500 crore as directed by the tribunal. It is not about individual's honour but it doesn't look good for the country's honour. You (Singh brothers) were the flag bearers of the pharmacare industry and it doesn't look good that you are appearing in court. Pay your debts and come out of this, said the bench, also comprising justices Deepak Gupta and Sanjiv Khanna. It asked them to appear before it on March 28 and submit the plan, saying hopefully it will be the last time you are appearing in the court.
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REGULATORY BOARD FOR GOLD GETS FINANCE MINISTRY NOD, BALL IN PMO COURT

The finance ministry has given its nod to set up a precious metals’ board to bring clarity on how the new comprehensive gold policy will be implemented. The proposed board, to be known as the Precious Metals Board of India, will be the regulatory body for gold, silver, platinum, palladium and other commodities the government notifies. During a meeting of government officials and industry stakeholders in New Delhi, the plan to set up the board was finalised and a proposal on this will be sent to the Prime Minister’s Office in a day or two, said a source. The board is expected to have a chairman, two whole-time members, two part-time members from the finance ministry and one member each from the Securities and Exchange Board of India (Sebi), the commerce ministry and the warehouse regulator. The plan to constitute such a board was under consideration for long. The finance ministry had set up a high-level panel to discuss its formation The panel included representatives from Sebi, Bureau of Indian Standards or BIS, the India Gold Policy Center (set up by IIM-A), bourses and the World Gold Council. Its first meeting was held on December 27. A panel headed by NITI Ayog member Ramesh Chand on spot and futures trading had proposed a separate regulator for spot trading. Another NITI Ayog panel on gold policy had also proposed the setting up of a gold board but as an advisory body. The proposed body is likely to be formed on the lines of the Ramesh Chand Committee. The board will be set up after passing an Act in Parliament. Till that happens, a transitory arrangement will be made by the ministry and the board may work as a division of the Union Ministry of Finance. In the past, regulators like the Forward Markets Commission, Controller of Capital Issues and even Sebi were set up under the jurisdiction of their respective ministries. Initially, the board will start preparing a road map for implementing the gold policy. It will be deciding details for launching gold contracts on the proposed spot exchange and modalities for setting up the exchange. It will even take a call on regulating bullion refineries and vault service providers. Bullion banking will be another area in which the board will decide details, said the source. Bullion banking is to introduce financial instruments and link them with gold. The board will be subject to audit by the Comptroller and Auditor General or CAG and the board’s decisions can be challenged in the Supreme Court.
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COPS MIFFED WITH SEBI'S INACTION IN DABBA TRADING CRACKDOWN

The Securities and Exchange Board of India (SEBI) has gone on a campaign overdrive to curb ‘dabba trading’ but the police says that the regulator's hesitance in filing a case in several cases is letting violators get off the hook Sources close to the Mumbai police department told that cops are unhappy with SEBI for not registering a police complaint even as the regulator sends them details about illegal hoax trading that takes place in the city as well as in several hubs around the country. In 'dabba trading', traders bet on movements of stock prices through cash. This system works entirely on trust; traders are often allowed to invest without having adequate collateral, and trades are typically cash-settled -- meaning if a trader buys a stock for Rs 100 and sells it for Rs 110, he simply gets Rs 10 after the position is squared off. Since the system works outside the formal stock exchange system, there are few transaction costs and zero taxes to be paid. In the absence of regulation, defaults also take place, sometimes resulting in players having to resort to pressure tactics and extortion to recover money. SEBI has taken action against such activity which is prevalent in Mumbai, Kolkata, Ahmedabad, Indore, Nagpur and Sri Ganganagar in Rajasthan. But a source in the police department says that sometimes the action is not enough SEBI sends details of dabba trading in intervals with specific information about location and traders profiles. However, when we ask the regulator to register a formal complaint with us, it backs off. The lack of a formal complaint means police are often unable to make a strong case when the matter reaches court. It makes the case weak in trial court, another source said. When the regulator itself files a complaint, it will make for a strong case.
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SEBI FINES 5 ENTITIES RS 28 LAKH FOR FRAUDULENT TRADE

Capital markets regulator Sebi imposed a total fine of Rs 28 lakh on five entities for fraudulent and manipulative trading in illiquid stock options segment on the BSE. After observing a large-scale reversal of trades in the illiquid stock options segment, Sebi conducted a probe from April 2014 to September 2015 and found that 81.38 per cent of the trades executed in stock options were non-genuine, which led to the creation of artificial volume. The regulator noted that the five entities were among those that executed reversal of trades.
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SEBI PANEL LIKELY TO SUGGEST BRINGING ON PAR FPI, FDI CAPS

A Securities and Exchange Board of India (Sebi) panel headed by former Reserve Bank of India deputy governor HR Khan is set to recommend liberalisation of investment caps for foreign portfolio investors. At present, foreigners can own up to 24 per cent in a listed Indian company with any further increase requiring approval from the firm’s board. The panel is considering to propose removal of the 24 per cent restriction and making the different sectoral caps under foreign direct investment (FDI) rules as the new ceiling. This will give companies room to raise money from foreign investors while improving India’s weightage on the MSCI Index. The committee is expected to submit its recommendations to Sebi in April. Basically, we are only flipping around the current regime that requires each company to separately pass resolutions to increase FPI limits up to the sectoral caps to one where less-prepared companies can resolve to reduce the FPI limits from the sectoral caps to the level they choose, said Manish Chokhani, director of Enam Holdings. FDI caps in different sectors vary from 49 per cent to 100 per cent. The committee thinks if a company is not comfortable, it can pass a board resolution to bring down such caps, the person said. The panel is also likely to propose harmonisation of rules for FPI and FDI when it comes to usage of funds. Existing rules don’t allow investors to use FPI money for FDI investments. Every time an investor makes an FDI investment, he has to get money from abroad. Several big investors have asked regulators to allow them to use existing FPI money for FDI investments.
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INDIA TO SET UP GOLD BOARD FOR SPOT EXCHANGES

A gold board will be created by an act of Parliament to, among other things, regulate gold spot exchanges, said two persons aware of the development, after a meeting between Pahle India Foundation — a not-for-profit policy think-tank founded by Rajiv Kumar. Spot exchanges are a part of a comprehensive gold policy announced by FM Arun Jaitley in the Union Budget for FY19. The policy aims at making gold an asset class. Spot exchanges will help in this by creating greater transparency in pricing and quality of gold. The Indian gold market is largely unorganised, where customers don’t always get the best of pricing and quality. Regulated spot exchanges will make the trade more transparent and benefit the customer, apart from facilitating creation of an Indian quality standard for gold. This will ensure recycled gold refined finds its way to the exchanges and reduce imports of the metal, said one of the persons.
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SEBI IMPOSES RS 20 LAKH FINE ON SYBLY INDUSTRIES MD FOR GDR MANIPULATION

Sebi on Monday slapped a Rs 20 lakh fine on managing director of Sybly Industries in a matter related to manipulation in issuance of global depository receipts (GDR). The ruling came after the regulator conducted a probe to investigate irregularities in the company's allotment of 1.51 million GDR amounting to USD 6.99 million on the Luxembourg Stock Exchange in June 2008. Sebi noted that entire 1.51 million GDR were subscribed by only one entity, Vintage FZE (now known as Alta Vista International FZE). The subscription amount for GDR was paid by Vintage after obtaining loan from European American Investment Bank (EURAM). It was observed that directors of Sybly in its board meeting in March 2008 passed a board resolution that authorised EURAM Bank to use Sybly's GDR proceeds as security in connection with the loan. Further, the Sebi said the GDR issue will not have been subscribed if the Sybly had not given such security towards the loan taken by Vintage. Besides, the company made misleading announcements that the GDR was successful whereas there was only one subscriber, the regulator noted. It said that the managing director by approving the board resolution in the board meeting and by subsequently executing the pledge agreement has acted as a party to the fraudulent scheme and violated PFUTP (Prohibition of Fraudulent and Unfair Trade Practices) norms.
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NO BUYBACK FROM MINDTREE: BOARD

Mindtree board on Tuesday has decided not to proceed with a buyback of equity shares of the company hours after L&T posted its open offer to buy Mindtree shares. The Mindtree board has invited views from the directors on the unsolicited offer made by L&T for the equity shares of the Company, Mindtree said in a statement to BSE. After detailed deliberation and discussion, the board, at its meeting, decided to immediately constitute the Committee of Independent Directors (IDC) in the interest of all stakeholders to provide their reasoned recommendation in respect of the unsolicited offer by L&T for the consideration of the shareholders, the statement said. All the Independent Directors will be Members of the IDC, and the IDC has elected Apurva Purohit, Lead Independent Director, as the Chairperson of the IDC and spokesperson. The IDC will consider and evaluate all aspects of the unsolicited offer, taking into account all relevant facts, circumstances, data related to the company and industry and the interests of all stakeholders involved. Mindtree may still consider a counter open offer to foil L&T's bid to acquire the company. However, nothing in this regard was stated by the board.
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CENTRE MUST NOT LOOK UPON THE RESERVE BANK AS A CASH COW: EX-RBI BOARD MEMBER

The central government being fiscally dependent on the Reserve Bank of India (RBI) is undesirable, according to Dr. Indira Rajaraman. She said, The 68,000 crore that the RBI has paid to the government in the form of dividend or interim dividend since July 2018, forms 92% of the Centre’s entire income from dividends from all public sector financial institutions. This, she added, is very bad, as it makes the government fiscally dependent on the RBI. It means the Centre would then look upon the RBI as a cash cow and start questioning every rupee that the central bank spends, she said. What the central bank does is foundational for the nation, and hence it must have the freedom to choose its areas of expenditure, including choice of employees. They need good training, remuneration, pension and housing. If the government constrains this, it is the people of India who will suffer. She cited the example of China, which fully pays for its central bank employees’ PhDs in globally-acclaimed institutions in the West. The RBI cannot be treated on par with a department of the Government of India. It is very separate, special said Dr. Rajaraman, who was on the faculty of Indian Institute of Management Bangalore, and a member of the 13th Finance Commission. RBI is among the leanest and most efficient organisations in the country, with a headcount of about 15,000 executing myriad functions, she said. The RBI’s monetary policy is formulated keeping in mind the fiscal policy of the government, she said. So, the RBI should be free to be critical of the government’s fiscal policy. She added that the central bank must also be free to question the measurement of inflation. After all, the consumer price index- based inflation is the measure by which RBI is judged. So, there should be professional mutual respect between the government and the RBI. It was normal for governments and central banks to differ over interest rates, where the former would want low rates to spur growth, while the latter would be keen to raise rates if inflation seemed dangerously high. However, what was different in the recent outbreak of hostilities, as she called it, between the government and the RBI was the invocation of Section 7 of the RBI Act, which had never been invoked. Sec. 7(2) leaves us in no doubt that the functioning of the RBI is entrusted to the central board of the bank. Clause 3 of the section sets out the role of the Governor; it clearly states that the Governor exercises powers vested in him by the central board.
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PNB EX-CEO USHA ANANTHASUBRAMANIAN SUMMONED BY DELHI COURT IN COMPLAINT BY RBI AFTER PNB SCAM

The Court of Metropolitan Magistrate, Delhi has summoned former Managing Director & CEO of Punjab National Bank Usha Ananthasubramanian and 11 other PNB officials for alleged violations of Section 46 of the Banking Regulation Act. The summons were issued in a complaint by the Reserve Bank of India against the backdrop of the multi-crore PNB scam that broke in January 2018. The other proposed accused in the case include PNB through its current Managing Director & CEO Sunil Mehta, former Executive Director RS Sangapure and former General Managers Rakesh Kumar and Nehal Ahad, among others. As per the order, all proposed accused persons shall appear before the Court on May 24, 2i019. In view of the facts stated in the complaint and documents filed on record on behalf of complaint, case is made out for summoning of all the proposed accused persons in respect of offences u/s 46 of Banking Regulation Act, 1949, so, they be summoned on filing of PF/RC for NDOH i.e. 24.05.2019., the order reads.
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SC TO HEAR PLEAS CHALLENGING ELECTORAL BONDS SCHEME ON APRIL 2

The Supreme Court adjourned the hearing of a batch of petitions challenging the scheme of electoral bonds for April 2. CJI Ranjan Gogoi said that the court will not be able to hear the case and ordered the listing of cases before an appropriate bench on April 2. The CJI indicated that the matter will be listed before another bench as the CJI is sitting in constitution bench. The application seeking stay on the Electoral Bond Scheme 2018 will be also be considered on that day, the CJI said. The petitions have been filed by political party Communist Party of India (Marxist), and NGOs Common Cause and Association for Democratic Reforms (ADR),which challenge the scheme as an obscure funding system which is unchecked by any authority ADR has filed a stay application stating that 95% of the electoral bonds sold so far have been in favour of one political party, that is the current ruling party. It also stated that most of the bonds that have been purchased since 2018 have been of the denominations of 10 lakh and 1 crores, indicating that it is not common citizens but corporates that have been purchasing these bonds while enjoying complete anonymity accorded by the scheme. It sought immediate stay of the scheme stating that these electoral bonds are being made available for a large number of days in three months leading to general elections solely to benefit big corporate donors. The scheme grants complete anonymity to corporate funding of political parties through electoral bonds, and this will lead to corporate funders lobbying to influence policy decisions, said the stay application. Electoral bonds were introduced by amendments made through the Finance Act 2017 to the Reserve Bank of India Act 1934, Representation of Peoples Act 1951, Income Tax Act 1961 and Companies Act.
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PFC TO PAY ENTIRE RS 14,500 CR FOR REC ACQUISITION ON THURSDAY

State-owned Power Finance Corporation (PFC) on Thursday will make the entire payment of Rs 14,500 crore to the government for acquiring 52.63 per cent stake in REC a source said. The entire consideration of Rs 14,500 crore for acquiring 52.63 per cent equity of Government of India will be paid by the PFC through RTGS (real-time gross settlement) mode on March 28, 2019, the source privy to the development told.
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BUYBACK HOPES CHEER UP INVESTORS OF AILING PSUS

The government is planning to buy back shares of loss-making public sector companies and delist them, a move that may come as a relief to several retail investors who have been stuck with such investments. At least half a dozen PSUs including HMT and State Trading Corporation (STC) are likely to be delisted as they have been unable to comply with minimum public shareholding (MPS) norms, said a top government official. Market regulator Securities and Exchange Board of India has asked all companies to comply with the public shareholding norms by October 2020. We don’t want to seek any further extension from Sebi. In most of the companies, we are comfortable since there is strong investor appetite, said the official cited above. However, we want to wind up the loss-making entities from public markets since it is difficult to find investors for divestment. The Department of Investment and Public Asset Management (Dipam) will prepare the roadmap to delist these companies Several investors especially in the retail category have been stuck with loss-making PSUs, which have been battered in recent years. For instance, shares of HMT have fallen from their peak of Rs 104 in 2008 to Rs 20, currently. While the government owns 94 per cent stake in the company, there are over 18,000 retail investors who have exposure to the stock. Similarly, investors saw bulk of their wealth erode in Metals and Minerals Trading Corporation (MMTC) whose shares have fallen from a peak of Rs 1,1,75 in 2010 to Rs 27. While government owns 90 per cent of stake in MMTC, there are over a lakh retail investors who hold the state-owned entity’s shares. According to official data, there are 89 PSUs listed on the stock exchanges. Of these 37 companies had not complied with the public shareholding norms as on December 31, 2018. The government is also planning to entrust additional responsibilities on Dipam apart from overseeing the central government’s divestment process. According to the official cited above, the department will be actively involved in asset management of all the PSUs and would also look into the sale of various government assets. There are several government assets that come up for sale from time to time, he said.
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FUND MANAGEMENT ACTIVITIES THROUGH FUND MANAGERS

The Central Government has notified that the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 are applicable to the sections 9 and 9A of the Income Tax Act, 1961. With this, the Fund management activity through Fund managers registered under SEBI Mutual Funds Regulations 1996 not to constitute business connection in India. The government, in the year 2016, had relaxed eligibility conditions under Section 9A of the Indian Income Tax Act (for not constituting a business connection in India) applicable to foreign investment funds carrying out fund management activities in India. Section 9 of the Act provides that any income of a non-resident that arises or accrues from or through a business connection in India is taxable in India. The term business connection under the Indian Income Tax Act is similar to permanent establishment provisions under tax treaties, but wider in scope. Furthermore, Sec. 9A of the Indian Income Tax Act encapsulates safe harbour provisions whereby an eligible investment fund shall not be regarded as having a business connection in India merely because an eligible fund manager undertaking fund management activities on its behalf is located in India. According to the Act, the benefits under the safe harbour provisions are subject to compliance with certain conditions. Additionally, these provisions are to be applied in accordance with the guidelines to be prescribed by the Indian Central Board of Direct Taxes in this respect.
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KOTAK BANK SAYS RBI CAN'T RULE ON SHAREHOLDING

Kotak Mahindra Bank has questioned the Reserve Bank of India’s authority to seek reduction of stake by any investor – promoter or otherwise – in a lender. The Banking Regulation Act does not empower the RBI to require any bank to reduce any person’s shareholding or otherwise require any person to lower their stake in a bank, it said in a rejoinder to the central bank’s reply in the Bombay High Court. Sections 12 and 12-B of the Banking Regulation Act form a complete code on a matter of shareholding and voting rights in a bank and therefore circumscribe the powers of the RBI in this regard, the bank said. India’s second-largest private lender by market capitalisation has contested the RBI’s directive to cut the promoters’ shareholding to 20% of paid-up capital by December 31, 2018, and 15% by March 31, 2020. Uday Kotak, MD and promoter of the bank, held a 29.72% stake in the lender as of December 31. The RBI had rejected the bank’s proposal in August 2018 to issue perpetual non-cumulative preference shares to lower the promoter’s stake to 19.7%. The central bank had said the objective of reducing the promoter shareholding was to prevent concentration of power and to make private banks more democratic. The RBI appears to have conflated the concepts of economic ownership and control, Kotak Mahindra Bank said in the rejoinder, adding that this approach ignored provisions in the Act that specifically regulate voting rights of all shareholders under section 12 (2) and deal with the concentration of control. The bank sought to challenge the legal validity of the RBI’s orders, saying they were issued without authority of law and it was not the regulator’s prerogative to determine policy. In its reply in the Bombay High Court, the central bank had alleged that by seeking relief, the bank will make inroads into the RBI’s autonomy and assume the mantle of the regulator. It cannot be the RBI’s case that it has unlimited and unimpeachable powers in matters related to Indian banks and operates outside of statutory and constitutional limitations, Kotak said. Therefore, it is submitted that the RBI ought not to conflate a challenge to its action (on the basis that they are without authority of law) as being a challenge to its autonomy and powers, the bank said.
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ICSI OPENS ITS 100TH STUDY CENTRE AT TONK

With the aim to provide better facilities to the students, The Institute of Company Secretaries of India opened its 100th Study Centre at Sanskriti College, Tonk, Rajasthan on March 25, 2019. The study centre will facilitate and benefit students from the remote villages and small towns of the area. The ICSI study centres will help in reaching out to the unreached.
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ALL IS NOT WELL: PRIVATE SECTOR CAPITAL EXPENDITURE FALLS TO LOWEST LEVEL IN 11 YEARS

The overall health of the private sector in India seems to be in trouble with various data pointing out towards the falling private capital expenditure. The private sector capital expenditure in India during the last financial year 2017-18 hit its lowest level since FY07. Private sector capex has also maintained its declining trend since FY11, Motilal Oswal Financial Services said in a recent report. Private sector capex, which peaked in FY11 at Rs 3.7 trillion, has been on a declining trend since the past seven years. And now, during FY18, it has hit its lowest level to Rs 1.5 trillion since FY07, declining 13 per cent on a year basis, said the report. The declining trend can also be backed by decline in projects sanctioned by banks and other means such as Extra Commercial Borrowing (ECB) and equity issuance, by 10 per cent on a yearly basis to Rs 1.2 trillion, the report added. The report lists certain reasons behind the declining private capital expenditure which affects the overall financial health of the companies. It includes the weak end-market demand which led to under-utilisation of capacity, high leverage in firms in sectors like steel, power and infrastructure, and delays in land acquisition and clearances. However, some revival is expected on the account of increasing share of green field projects in the last six years which shows renewed confidence in the private companies, added the report. Corporate capex plans have fallen 44.90 per cent from Rs 269,900 crore in FY14 to Rs 148,700 crore, said the RBI report. This can be attributed to the economic slowdown, poor project appraisals and huge corporate leveraging, said the report. The issue seems to be in need of urgent attention of the policy makers to revive private investments in the Indian economy which is holding back the development of the country.
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SYNIVERSE SOUNDS OUT TELCOS ON RS 60 CRORE DUES AFTER COURT ORDER

Syniverse Technologies India, a mobile number portability (MNP) service provider, has reached out to all its telco clients to hold consultations in its bid to recover some Rs 60 crore of porting fee arrears. Its move comes after the Delhi High Court recently junked the telecom regulator’s year-old regulation slashing a key porting levy. Back in January 2018, the Telecom Regulatory Authority of India (Trai) had issued a regulation slashing the per port transaction charge (PPTC) by nearly 80% to Rs 4 from Rs 19. The regulation was challenged by MNP service providers -- Syniverse and MNP Interconnection -- as their revenues took a hit. We’ve shared a copy of the recent Delhi High Court judgement with all our telecom operator clients and have sought consultations before computing the revised porting fee invoices, Himanshu Goel, told. Syniverse, he said, respects the Delhi High Court’s decision and will comply with court orders in consultation with Trai and the operators.
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BSNL TO HIVE OFF RS 15,000 CRORE FIBRE ASSETS INTO SEPARATE UNIT

Cash-strapped telecom player BSNL, which faced issues with salary payments last month, plans to hive off its fibre assets into a separate company which is expected to have a valuation of Rs 10,000-15,000 crore. BSNL has about eight lakh route km of fibre infrastructure across India compared with Reliance Jio with 4.78 lakh route km (including 178,000 route km that it acquired from Reliance Communications) and Airtel’s 2.46 lakh route km and Vodafone Idea’s 1.56 lakh km, according to estimates.
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PHONEPE TO BECOME A SEPARATE ENTITY AS FLIPKART BOARD APPROVES HIVE OFF PLAN

Digital payments company PhonePe has received in-principle approval from Flipkart's board to be hived off as a separate entity two people aware of the matter told. This will set the stage for the Bengaluru-based PhonePe to create an independent board and raise fresh funding from external investors. It’s not clear how much Walmart-owned Flipkart will divest of its 100% shareholding in PhonePe but the payments firm is looking to raise up to $1 billion in external capital, people close to the matter said. Flipkart’s existing investors such as China’s tech giant Tencent and the online retailer’s cofounder Binny Bansal are keen to back the payments firm, which leverages the Unified Payments Interface (UPI) system for settlements, said the people cited above. PhonePe has held talks to raise $1 billion and has been scouting the market for a while now, said one of the persons. But now with the Flipkart board giving it a nod to become independent, the actual process of fund-raise will start. They are fighting a player like Paytm, which has the backing of SoftBank, therefore they need huge sums of capital to compete. The board approval for the plan came a few weeks ago, the person said.
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LAKSHMI MITTAL HELPS YOUNGER BROTHER PRAMOD SETTLE STC DUES

Steel magnate Lakshmi N Mittal has helped his cash-strapped younger brother Pramod clear dues he owed to State Trading Corporation, helping avoid legal troubles. This is the second instance in as many weeks of wealthy siblings bailing out their brothers from a crisis. Last week, richest Indian Mukesh Ambani helped younger brother Anil avoid a jail term by paying of dues he owed to Swedish telecom equipment supplier Ericsson. Pramod Kumar Mittal, 57, owner of Global Steel Holdings, thanked his elder brother's generosity in helping him clear a significant portion of Rs 2,210 crore dues. I am very grateful to my brother Lakshmi Mittal for helping settle the liabiilities to State Trading Corporation of India. This generosity ensured compliance with the order from the Supreme Court, he told PTI. Mittal brothers had split the business in 1994 with elder brother going on to head the world's largest steel manufacturing company ArcelorMittal. Pramod Mittal's firms Global Steel Holdings Ltd (GSHI) and Global Steel Philippines Inc had defaulted on payments to STC following which the state-owned company filed various cases against them. The two firms in a statement last Wednesday said they have settled Rs 2,210 crore dues to STC.
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RAYMOND FORAYS INTO REAL ESTATE SECTOR

Textile major Raymond is venturing into real estate development business and has started a new division Raymond Realty to drive its growth plans in this segment. The company owns nearly 125 acre contiguous land parcel at Thane’s Cadbury Junction and is looking to monetize it through its new business venture. For its maiden real estate development project, the branded apparel major has carved out a 20-acre land parcel of the total land holding and will be developing a nearly 3 million sq ft residential project on it. Given the historical land bank we have, we have decided to enter into real estate development on our own. This is the best option available with us to enhance the shareholders’ value. We are also open to other options that would help in value creation and maximize the returns for all stakeholders, K Mukund Raj, told. The labour union received total compensation worth Rs 313 crore in lieu of giving its consent for real estate development on the land that used to house Raymond’s textile unit until then. The settlement provided clearances from the government bodies to Raymond for a real estate project on the land that housed its flagship textile factory since 1925. As part of its first project to be spread over 20 acres, Raymond Realty will be developing total 3,000 residential units across 10 towers. Each of these 42-storey towers will house 2 bedroom apartments with carpet area configuration of 510 sq ft and 630 sq ft in aspirational category. The project will also offer around 5 acres of central landscape green area along with hundreds of trees, Mukund Raj explained. It has already received around 450 applications for these apartments through soft launch of the project for its employees and their families.
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JOHN PLAYERS' RS 150 CRORE DEAL: WIN-WIN FOR RELIANCE RETAIL AND ITC

Country’s largest retail company Reliance Retail Ltd (RRL) has acquired menswear brand John Players from the largest fast moving consumer goods firm ITC Ltd – in a deal that could prove to be beneficial for both the behemoths. John Players – a mid-segment menswear brand launched in 2003 – is expected to help RRL in widening its fashion and apparels portfolio. The sell-out could also improve ITC’s non-cigarettes FMCG business margins. While the size of the deal is yet to be declared, according to Reliance Industries – the parent firm of RRL - acquisition will strengthen the retail arm’s readymade garments and accessories portfolio in the fashion and lifestyle retail space. It further said that the deal will consolidate RRL’s leadership position as India’s largest, most profitable and fastest-growing retailer. As a part of its restructuring plan that was due for some time – ITC has divested the John Players brand and all required licences and intellectual properties related to it to RRL. Estimates suggest the deal was worth Rs 150 crore. After the offloading, Abneesh Roy, estimate that ITC will now focus on the premium end through the WLS stores that were relaunched last month, earlier known as ITC Wills Lifestyle. The WLS chain is a larger business contributing about Rs 500 to 550 crore a year to ITC’s total revenue, he said. Reliance, on the other hand, that is aggressively expanding its retail business can now sell John Players brand of apparels through all its offline stores – some 750 retail outlets (including 65 exclusive franchise outlets) and its online market place Ajio.com. The conglomerate has plans to expand its Reliance Trend outlet count to 2,500 by 2024 from 557 now. It also aims to integrate all its offline and online retail operations, including its flagship telecom services arm Reliance Jio, in coming years.
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FACEBOOK SETS UP 24X7 RESPONSE TEAM FOR ELECTIONS

Facebook is putting in place a response team for India’s general elections for monitoring and tracking of objectionable content in real time round the clock, a top official at the social network said. The election response team will be based in Singapore and will work closely with the Election Commission of India, Samidh Chakrabarti, global director of product management for civic integrity at Facebook, told. The work that we are doing here is so important that we actually staffed a product team dedicated to the Indian elections over a year ago in the US, Chakrabarti said. This is extremely unusual for a product team to have any part of their team dedicated to a specific country, let alone a specific event in a country. But we thought that was really important. Besides setting up the product team, which has been working on the Indian elections for the past one year, many of Facebook's tools and products have been revamped and localised, keeping the Indian elections in mind, Chakrabarti said. Growing digital literacy and new forms of civic engagement here could serve as a model for the rest of the world, he said. He said the ‘election operation centres’ are aimed at centralising all electionlinked issues so as to reduce the time it takes to process and take down objectionable content. We pioneered this during the US and Brazilian elections and in our Menlo Park headquarters we brought in a cross functional team that can make quick decisions, Chakrabarti said. We are extending this globally and launching new centres in Dublin besides Singapore he said. Our new election centre in Singapore will primarily support Indian elections so we will have engineers, data scientists, product managers, operations specialists and policy folks all based there within the same time zone to handle things quickly. Chakrabarti said the centres will have 24/7 response coverage with the team in Delhi getting inputs from the Election Commission and other institutions. They will pass that along to people in Singapore so that they can take timely action, he said. And if something extremely complicated requires a change in product or critical decision making, it will be passed to the operation centre in Menlo Park California, if necessary. During the US elections, our operation centre was able resolve about 900 high priority issues. We wanted to build on this model and extend it globally.
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BATTING FOR PRIVACY: WHATSAPP MAY OPPOSE DEMAND TO TRACE MESSAGES

Facebook is putting in place an election response team for India's general elections for monitoring and tracking of objectionable content in real time round the clock a top official at the social network said. The election response team will be based in Singapore and will work closely with the Election Commission of India, Samidh Chakrabarti, global director of product management for civic integrity at Facebook, told. The work that we are doing here is so important that we actually staffed a product team dedicated to the Indian elections over a year ago in the US, Chakrabarti said. This is extremely unusual for a product team to have any part of their team dedicated to a specific country, let alone a specific event in a country. But we thought that was really important. Besides setting up the product team which has been working on the Indian elections for the past one year, many of Facebook's tools and products have been revamped and localised, keeping the Indian elections in mind, Chakrabarti said. Growing digital literacy and new forms of civic engagement here could serve as a model for the rest of the world, he said. He said the ‘election operation centres’ are aimed at centralising all election-linked issues so as to reduce the time it takes to process and take down objectionable content. Facebook will also next week roll out a new product called Candidate Connect, which is aimed at helping people learn more about the candidates contesting for Lok Sabha elections in their constituencies. Candidate Connect allows people to see short 20 second videos uploaded by candidates and cross compare them with what other candidates have to say on the same pre-selected topic in 12 Indian languages.





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Thanks & Regards,
CS Meetesh Shiroya

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