ICSI Publications - MMJC

Demat – A Word of Caution for Issue/Allotment in Securities

Mmjc — Tue, 29 Apr 2025 06:57:16 +0000

In 2018, Rule 9A was added to the Companies (Prospectus and Allotment of Securities) Rules, 2014. This was the first time unlisted public companies were required to facilitate the dematerialization (conversion into electronic form) of their securities. Later, in October 2023, Rule 9B was introduced, making it mandatory for private companies (except small companies) to also facilitate the dematerialization of their securities.

Although the concept of dematerialization is not new, many practical challenges are faced by the companies while undertaking corporate actions post facilitation of dematerialization of securities. An attempt is made through this article, to discuss the practical difficulties faced by the companies during rights issue, private placement, bonus issue of securities and stock split of shares and their possible solutions.

The article is published in the Chartered Secretary Journal of ICSI – April 2025 Edition and is written by Ms. Deepti Jambigi Joshi and Ms. Rutuja Umadikar.

Click here for detailed article.

The post Demat – A Word of Caution for Issue/Allotment in Securities first appeared on MMJC.

Prevention of Sexual Harassment (PoSH): AGlobal Outlook

Mmjc — Mon, 14 Oct 2024 09:02:10 +0000

Today, PoSH stands not only as a legal framework but as a testament to evolving workplace culture—an indispensable shield of inclusivity and equality, now recognized as the cornerstone of ethical corporate governance. With movements like #MeToo shaking the foundations of industries worldwide, the PoSH law has become the lighthouse guiding organizations toward a future where respect, mutual trust, and equity are non-negotiable. Its traction grows stronger each day, a beacon of both accountability and hope, serving the very purpose for which it was forged: to ensure that no voice goes unheard, and no individual’s dignity is compromised.

The Article was written by Ms. Hasti Vora – Associate and Mr. Pradnesh Kamat – Partner is published in the Chartered Secretary of ICSI.

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The post Prevention of Sexual Harassment (PoSH): A
Global Outlook first appeared on MMJC.

Can a Private Limited Company do a TreasuryBuy Back of Shares?

Mmjc — Tue, 12 Mar 2024 07:36:18 +0000

Treasury buy back is a kind of buy back in which the shares although purchased (bought back) by the issuing company, are not extinguished and are retained with an idea to sell it at an opportune time. Section 67 of Companies Act, 2013 (“the Act”) puts a prohibition on company to purchase its own shares. Section 68 of the Act specifically allows companies, both and private and public, to purchase their own shares subject to certain conditions, one of which is mandatory extinguishment of bought back shares. On 5 June 2015, Ministry of Corporate Affairs (MCA) granted certain exemptions to private limited companies, and one of those exemptions granted for private companies is exemption from compliance of section 67. Therefore, in case of private companies, there can be a possibility that it may do a treasury buy back, as there is no longer restriction on private companies under section 67 from purchasing its own shares. In this background, what can be the interplay between section 66, 67, 68 and MCA exemption notification dated 5 June 2015 and how one can interpret these provisions in the light of earlier Working Group Reports / Expert Committee Reports of Department of Company Affairs (DCA) are some questions deliberated in this article.

The article written by Mr. Makarand Joshi and Ms. Deepti Yavagal Kulkarni – Partners of MMJC and published in the Chartered Secretary Journal of ICSI in the March Edition!

For the detailed article – Click here

The post Can a Private Limited Company do a Treasury
Buy Back of Shares? first appeared on MMJC.

Implementation of Regulation 37A – SEBI(Listing Obligation and DisclosureRequirements) Regulations, 2015

Mmjc — Tue, 13 Feb 2024 07:22:40 +0000

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 inserted regulation 37A with effect from June 15, 2023. Regulation 37A provides for compliances to be done by a listed company while carrying out sale, lease, or disposal of an undertaking outside scheme of arrangement. Section 180(1)(a) of Companies Act, 2013 also provides for restrictions on the powers of board pertaining to sell, lease, or otherwise dispose off the whole or substantially the whole of undertaking.

The article published in the February issue of Chartered Secretary of ICSI highlights critical issues in implementing provisions of section 180(1)(a) read with regulation 37A.

The article is written by Mr. Vallabh Joshi – Senior Manager at MMJC.

For detailed article – please Click here

The post Implementation of Regulation 37A – SEBI
(Listing Obligation and Disclosure
Requirements) Regulations, 2015 first appeared on MMJC.

Anomalies in Identification and Monitoring of Changes in SBO

Mmjc — Tue, 14 Nov 2023 13:15:35 +0000

The requirement for disclosure of Significant Beneficial Owner (SBO) is an attempt to identify that individual who has the power to control the decisions taken in any company through the nonindividual shareholders in the company.

Money laundering is a menace for all growing economies and all countries aim to have world class mechanisms to combat this evil. One such mechanism is the requirement for identification of significant beneficial owner (“SBO”) in all companies registered in India. The mechanism for identification of ‘beneficial owner’ was already in existence under the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 (“PMLA Rules”) and it was implemented as a part of KYC check by banks. But the attempt made by the Ministry of Corporate Affairs (“MCA”) to find out SBO at each company level, has created a lot of awareness among corporates and practising professionals as it has created disclosure requirements to the MCA and continuous monitoring requirements on the part of corporates. In this article, we will try to deep dive into this concept and also see some probable challenges in the continuous monitoring of this mechanism.

The article – Anomalies in Identification and Monitoring of Changes in SBO written by Partner – Ms. Deepti Jambigi Joshi is published by the Chartered Secretary of ICSI.

The link to the article – Click here

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Intricacies of SBO in the Context of LimitedLiability Partnership

Mmjc — Tue, 14 Nov 2023 13:11:01 +0000

Vide two notifications one dated 11 February 2022 and dated 27 October 2023 the compliances of significant beneficial owner (SBO) and disclosures of beneficial interest (BI), respectively, has been made applicable to all Limited Liability Partnership(s) (LLP). While making SBO and BI applicable to LLP, framework applicable to companies has been taken as a base and some minor modifications have been made and adopted. Though both company and LLP enjoy limited liability and are incorporated bodies, other features are completely different and hence adopting SBO framework applicable to Companies for LLP, gives rise to lot of ambiguities and anomalies. Both notifications are effective from their date of publication in official gazette and hence it is urgent and important for every LLP and its designated partners need to be aware about it.

The article – Intricacies of SBO in the Context of Limited Liability Partnership written by our Partner – Mr. Makarand Joshi is published by the Chartered Secretary of ICSI.

The link for the article is Click here

The post Intricacies of SBO in the Context of Limited
Liability Partnership first appeared on MMJC.