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December 2, 2014
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Corporate fraud investigation: statutory recognition of SFIO and Companies Act reforms strengthen detection and governance.
The text reports that the Serious Fraud Investigation Office has statutory status to investigate complex corporate frauds, prosecutions from its enquiries are pending in appropriate courts, and legislative and administrative measures-including recognising Fraud as a substantive offence, strengthening corporate governance norms, and using data analysis and forensic tools-have been adopted to prevent and detect corporate fraud.
December 2, 2014
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Corporate Social Responsibility compliance: assessment deferred until statutory annual CSR returns are filed; clarifications issued to aid implementation.
CSR obligations under the Companies Act, 2013 began in the first year of implementation and corporate performance cannot be assessed until the statutorily required annual CSR returns are filed; evaluation of the adequacy and effectiveness of the framework is premature, and administrative clarifications have been issued to facilitate implementation and reporting.
December 2, 2014
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Corporate capacity building: IICA operational with schools, training academy, international and domestic MOUs enhancing corporate governance.
The Indian Institute of Corporate Affairs is fully functional, operating five Schools and four Centres and an Indian Corporate Law Service Academy that trains officers. It conducts courses, seminars and workshops on corporate governance, corporate social responsibility, director roles and competition issues, produces research publications, and serves officials and stakeholders. The IICA has signed multiple domestic and international memoranda of understanding to support its training, research and service mandate and has received Plan scheme budgetary allocations under successive Five Year Plans.
November 29, 2014
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International cooperation in merger review to emphasise cross-border remedies and exchange of information best practices.
A two-day workshop focuses on international cooperation and remedies in merger review, covering exchange of information in multijurisdictional filings (including waivers), best practices for international enforcement cooperation, design and implementation of cross-border remedies, and the pros and cons of behavioural remedies, supplemented by outreach, capacity-building sessions and a hypothetical merger case study.
November 28, 2014
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Women director requirement: listed companies must appoint at least one woman director under corporate law by the statutory deadline.
1641 companies listed on the National Stock Exchange must ensure the presence of at least one woman director on their boards pursuant to Section 149 of the Companies Act and Clause 49 of the Equity Listing Agreement, as identified by NSE data and communicated by the securities regulator; compliance is required by the statutory deadline for appointment under those provisions.
November 28, 2014
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Companies Act implementation: transitional relief and rule amendments issued; directors' responsibilities are not under review
Following phased commencement of the Companies Act, 2013, the Ministry received stakeholder concerns and issued circulars, statutory orders and rule amendments to provide transitional relief and clarify practical difficulties; inter ministerial consultations are underway to consider targeted amendments, and there is no proposal to review directors' responsibilities for company decisions.
November 28, 2014
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Preferential issue of shares: governed by company law and securities rules; no Company Law Board approval required, no pending cases.
Preferential issue of shares is governed by the Companies Act framework and the Companies (Share, Capital and Debentures) Rules; listed issuers are regulated by the securities regulator. The statutory provisions do not require Company Law Board approval and the Company Law Board reports no pending cases concerning preferential allotments.
November 25, 2014
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E-forms simplification: expert committee to streamline Companies Act filing processes and remove stakeholder compliance difficulties.
An expert committee was constituted to review notified e-forms under the Companies Act, 2013, propose simplifications to forms and filing processes, and remove difficulties faced by stakeholders in statutory filings, with a requirement to submit a report within a short timeframe for Ministry consideration.
November 25, 2014
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New accounting standards adoption: phased voluntary then mandatory application, with later inclusion possible for banks and insurers.
Implementation of Indian Accounting Standards (Ind AS) will proceed in two phases - voluntary adoption in the first notified year and mandatory adoption in the following year - with finalisation and notification of the classes of companies to be covered. Banks, financial institutions and insurance companies are excluded from the initial application and may be included later; the notification process will specify scope and effective application.
November 25, 2014
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Merger under Companies Act: draft order issued in public interest, stakeholders invited to submit objections before finalisation.
A draft order proposing merger/amalgamation of NSEL with FTIL was issued under the Companies Act in essential public interest, with stakeholders invited to submit objections and suggestions within two months and the final order to follow after consideration of those responses.
October 21, 2014
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Merger under Section 396 initiates a draft order and a time-limited opportunity for members and creditors to object.
Central Government has initiated a compulsory merger of National Spot Exchange Limited into its holding company Financial Technologies (India) Ltd. under Section 396 of the Companies Act, 1956 in public interest; a draft order has been published, statutory procedures will be followed, and members and creditors may submit suggestions or objections within a 60-day period via documents posted on the Ministry of Corporate Affairs website.
October 20, 2014
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Intimation of auditor appointment must be filed online as a separate ADT-1 e-form, not attached to other filings.
Form ADT-1 is available for e filing to intimate the appointment of auditors under section 139(1) of the Companies Act, 2013 on the MCA website; stakeholders must file ADT-1 as a separate e form and not as an attachment to Form GNL-2.
October 15, 2014
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Internal financial controls requirement: auditor must report on existence and operating effectiveness, with voluntary early inclusion permitted.
The amendment inserts Rule 10A requiring the auditor's report to state the existence of adequate internal financial controls and to report on their operating effectiveness, with a provision allowing voluntary inclusion of that statement for an earlier transitional financial year.
October 15, 2014
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Deposit under section 160: board may decide forfeiture or refund when a candidate fails to secure required votes.
Where a candidate standing for election in a not-for-profit company fails to secure the specified voting threshold, the Board of directors of that company must decide whether the deposit made under section 160 by or on behalf of the unsuccessful candidate is to be forfeited or refunded.
October 15, 2014
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Consolidated financial statements: exemptions allow intermediate wholly owned subsidiaries and certain companies with associates/jvs to skip consolidation.
The amendment to rule 6 provides that preparation of consolidated financial statements is not required for an intermediate wholly owned subsidiary except where its immediate parent is a foreign company, and, subject to other laws, companies without subsidiaries but with associates or joint ventures are exempt from consolidation for the specified financial year.
September 16, 2014
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Ponzi schemes findings trigger coordinated criminal and regulatory action against promoters for illegal deposit collection and unauthorized investment schemes.
SFIO concluded several group-run schemes were Ponzi schemes sustained by new subscriptions rather than investment income; found violations including illegal deposit collection and false statements under the Companies Act, unauthorized collective investment schemes subject to securities prosecution, breaches of the Prize Chits and Money Circulation Schemes (Banning) Act, and multiple IPC offences (conspiracy, cheating, misappropriation, falsification). SFIO is sharing its report and evidence with investigative and securities authorities to coordinate prosecutions.
September 11, 2014
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Disinvestment of government shareholding in ONGC approved via Offer for Sale, broadening public ownership under SEBI rules.
The Cabinet Committee on Economic Affairs approved a disinvestment of five percent of paid up equity in ONGC to be executed from the Government of India's holding through the Offer for Sale mechanism in the domestic market, in accordance with the Government's disinvestment policy and Securities and Exchange Board of India rules, with the effect of broadening the company's shareholding base and reducing the Government's stake by the disinvested portion.
September 11, 2014
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Disinvestment of government equity: offer for sale of paid-up shares to reduce central shareholding under SEBI rules.
Disinvestment of a portion of central government equity in Coal India Ltd. is approved to reduce government shareholding through an offer for sale of 10 percent of paid-up equity held by the Government, to be executed under the Government's disinvestment policy and in accordance with SEBI Rules and Regulations, with the aim of realising an optimum price.
September 11, 2014
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Disinvestment of government equity via offer for sale to increase public shareholding and meet SCRR compliance.
Disinvestment of 11.36 percent of NHPC Ltd.'s paid-up equity will be effected by an Offer for Sale of shares through stock exchanges under applicable securities market rules, reducing Government shareholding and increasing public participation, thereby making NHPC compliant with revised Securities Contracts (Regulation) Rules public shareholding thresholds for listed central public sector enterprises.
August 25, 2014
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Corporate capacity to spur growth requires a national skilling push to improve youth employability and boost rural jobs.
The President characterised the corporate sector as a key engine of growth, noting expanded foreign investment and improved managerial competitiveness, and linked revival of higher economic growth to poverty reduction. He stressed a nationwide skilling imperative to improve youth employability and capture the demographic dividend, and highlighted the co location of an educational campus and Food Park as a model to boost rural economic activity. Graduates were reminded of their societal responsibility to deliver returns to the community alongside pursuing placements.

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