Monthly Archives: June 2020

Strike off – govt. company

MCA has vide its notification dated 29th June, 2020 amended the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 thereby paving the way for strike off of government companies. Therefore any government company in which 100% of the share capital is held by the central government or state government or by both of them together or any subsidiary of a government company as above, can go for strike off of their names from the register of companies, which is basically an exit route for government companies who are not doing any business for the past two years and where the assets & liabilities are Nil. The indemnity bond has to be signed by an officer not below the rank of Under Secretary or its equivalent post in the government of India bureacracy.

Copy of MCA circular can be found here

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SEBI relaxation – covid

SEBI has vide its circular dated 26th June, 2020 given further relaxation to listed companies to hold their Board/ audit committee meetings beyond the period of 120 days upto 31st July, 2020. Earlier this relaxation was upto 30th June, 2020. But the listed companies should ensure that they meet atleast four times during the year.

This is in view of the covid pandemic raging throughout the world.

Copy of SEBI circular in this regard can be found here

https://www.sebi.gov.in/legal/circulars/jun-2020/relaxation-of-time-gap-between-two-board-audit-committee-meetings-of-listed-entities-owing-to-the-covid-19-pandemic_46945.html

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Artificial Intelligence

Interesting documentary on how artificial intelligence is changing our lives, in terms of helping humanity whether by way of intelligent prosthetics for amputees. Thanks to AI the body and machine are slowly merging, making it possible to allocate more and more tasks to the robots. But there is a scourge of AI too in terms of fake news proliferating all over the world through use of algorithms based profiling, People are believing fake news more than the real news. There was a case of fake news against vaccines used for treatment of cervical cancer, which led people to be sceptical of the reality. Another area of concern is with respect to autonomous weapons using intelligent image recognition and automatic target recognition to choose its own victims. So where does human thinking end and where does machine based thinking predominate. These are ethics questions to be answered. China has adopted AI in big way by digitising a lot of things, so there is very little cash and more and more things are being done on the smart phone. Apparently China has been filing more AI patents than anybody else in the world.

All this goes against the grain of nationalism currently pervading India against China. They have gone far ahead of any other nation in terms of economic growth. Many of their cities GDP is equal to or more than many small nations in Europe.

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The Liberators

The Liberators by James Pattinson, is a story of a revolution gone wrong. Harvey London is famous for doing odd jobs which require much skill and daring. In one such job, he is left bloodies and penniless when he is offered a job to transport a revolutionary leader to the coast of Anagua, a fictional country in Latin America bordering the Caribbean. He is a accompanied by Pete, a tough young man. They have to face hurricane winds and rains while on the way, lose their boat, get into a dinghy which also capsizes, but miraculously survive to find themselves on the shore of Anagua but in hostile territory. There one girl Anita helps them to navigate through rough country with hunger, starvation, deprivation, fight with enemies pulling them through in a city Oxaca which unfortunately is denuded by a volcano and earthquake. The conquistadors move to another town but spies within their network wreck their supplies of arms & ammunition which was essential to their hopes of winning the war. After untold misery and fight, these three people find themselves at the gate of the revolution, when the unexpected happens. The narrative by James Pattinson is nice, it is quite fast flowing, though some words used are quite archaic. Goodreads 4/5

James Pattinson (1915-2009) was a prolific British author with more than 100 thrillers to his name.

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Asmaa

Brilliant and powerful Egyptian movie directed by Amr Salama, tackles the taboo subject of AIDS in a conservative Islamic country. It is based on true events. Asmaa (Hend Sabry) is living with a secret that she is HIV positive. Doctors refuse to operate upon her, on knowing of her condition. She has a college going daughter Habiba (Fatma Adel) and her dad and she works as a janitor in the airport. The movie goes back and forth in flashback mode, showing her young life, when she falls in love with a solder, continues with doing her carpet business even after marriage, her husband enters into a fracas with some local goons and is sent to jail for murder. In the jail he contracts AIDS comes back a tortured man. Egypt is shown as a patriarchial society, when son is important for the lineage to continue and family traditions et al. Hend Sabry has done a powerful role as is Fatma Adel. Asmaa is invited to a TV talk show to talk about her condition, but the talk show host wants her to reveal her face, which is again taboo in the Islamic society. Beautifully directed movie by Amr Salama in tackling such a delicate subject with such finesse. The end scene when Asmaa comes on the TV show is touching.

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Manthan

A grim look at the reality of caste structure, local politics, highly pre-dominant patriarchial system in villages. The film takes an example of one village in which one idealist is trying to implement a co-operative system for production of milk but the village sarpanch and the local dealer are preventing it through means foul rather than fair. Anything and everything goes in a village including a cooked up sexual rape charge, local politicians currying favour with the higher levels at the state and national levels to influence decisions which favour them. This movie was made in 1976 but i am sure that even today, there are thousands of such villages in India, where the caste structure and feudal lordship predominate. The panchayat system of governance is more broken than successful. Such a sorry state of affairs. Brilliant acting by Naseeruddin Shah, Girish Karnad & Smita Patil. Quite an underrated touch of brilliance by Shyam Benegal.

The picture is used only for representational purposes and not with an intent to violating copyright.

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The Lady Vanishes

Spell binding movie from the master of suspense, Alfred Hitchcock, The Lady Vanishes – most of the movie sequence takes place in a train leaving Germany. There is a middle aged English governess, a young lady going off home to her marriage, an up & coming English musician. The governess vanishes whilst in the train. There is a German doctor specialising in brain injuries, mysterious Italians, butlers, couple of Englishmen discussing only cricket all the time, an English couple of which the man is going to be a judge back home and rather conservative compared to his bold wife. Typical Hitchcockian drama and suspense in the movie. The late Margaret Lockwood looks good in the movie and has acted well. Hitchcock himself comes in the end as his usual manner.

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Secretarial compliance report

SEBI has extended by one month the timeline to file the secretarial compliance report by listed entities under regulation 24-A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. This is in view of the covid pandemic.

SEBI circular can be found here.

https://www.sebi.gov.in/legal/circulars/jun-2020/further-extension-of-time-for-submission-of-annual-secretarial-compliance-report-by-listed-entities-due-to-the-continuing-impact-of-the-covid-19-pandemic_46933.html

While SEBI & MCA & CBITC have been quite pro-active in extending compliance deadlines due to covid pandemic, the same kind of interest is not shown by RBI, India’s oldest regulator. Till today, they have not extended the timeline for filing the annual FLA return which is supposed to be filed every year and the last date for the same is 15th July, 2020. Even earlier they had not extended the time line for filing the form FC-GPR online which is supposed to be filed within one month of the date of allotment of securities. Why this lethargy from RBI is not clear.

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Flashy Funerals

Matthew, funeral director.

Short TV movie on how people spend so much money on arranging lavish funerals for their loved ones – to enable them to spend their last moments on earth well remembered by their loved ones. The movie takes the example of three such funerals – two of the dead persons were physically challenged persons, so there was that much love and affection, an outpouring really of emotions towards their loved ones who passed away and who lived all their lives in difficult situation and with lot of pain. The third case is that of a person who was in and out of jail almost throughout his life and has therefore, not enjoyed his life so much, so his family members want to give him that much love and respect for his final journey and resting place. Some of the prices mentioned in the movie are outrageous, the caskets costing upwards of 10,000 pounds and total cost going in the range of 50,000 pounds upwards. There are the limousines, rolls royces, farmyard animals, chevrolet, expensive suits, flowers, decorations, food, wine, music et al. There are choices of burial grounds in a cemetry or in their garden or being kept in a catacomb. There are choice of burial or cremation, but being christians, most favour burial only. Cost of the tomb also goes into huge amount of pounds with expensive marble, artisans, etc.

Expensive business being dead is……

The image used above is for representational purposes only and not with an intention to violating copyright.

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payment frauds

RBI has mandated all authorised payment system operators and participants to undertake multi lingual campaign by way of SMS, advertisements, in print and visual media etc. to educate its users on safe and secure use of digital payment systems.

This is in view of the increasing instances of frauds taking place in the digital banking space due to the ignorance and gullibility of digital payment users like sharing OTP, PIN, passwords, swapping sim cards, opening links received in messages and mails, downloading spurious apps etc.

Gist of RBI circular dated 22nd June 2020 is given below:

As you are aware, safety and security of digital transactions are of paramount importance. Reserve Bank has been taking measures to improve awareness through its e-BAAT programmes and organising campaigns on safe use of digital payment modes, to avoid sharing critical personal information like PIN, OTP, passwords, etc.

2. Inspite of these initiatives, incidence of frauds continue to bedevil digital users, often using the same modus operandi users were cautioned about, such as luring them to disclose vital payment information, swapping sim cards, opening links received in messages and mails, etc. There are also cases of users being tricked into downloading spurious apps that access critical information stored on devices. It is, therefore, essential that all payment systems operators and participants – banks and non-banks – continue and reinforce efforts to spread awareness about digital safety.

3. All authorised payment systems operators and participants are hereby advised to undertake targeted multi-lingual campaigns by way of SMSs, advertisements in print and visual media, etc., to educate their users on safe and secure use of digital payments.

Copy of RBI circular can be found here

This is a good move by the RBI in this regard.

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digital lending platforms

RBI has issued circular dated 24th June, 2020 to ensure that all digital lending platforms and their backing banks/ NBFCs/ financial institutions observe proper governance in view of the increasing level of frauds noticed in these platforms and the customer dissatisfaction with the same.

The gist of RBI circular is given below:

It has been observed that many digital platforms have emerged in the financial sector claiming to offer hassle free loans to retail individuals, small traders, and other borrowers. Banks and NBFCs are also seen to be engaging digital platforms to provide loans to their customers. In addition, some NBFCs have been registered with Reserve Bank as ‘digital-only’ lending entities while some NBFCs are registered to work both on digital and brick-mortar channels of credit delivery. Thus banks and NBFCs are observed to lend either directly through their own digital platforms or through a digital lending platform under an outsourcing arrangement.

2. It has further been observed that the lending platforms tend to portray themselves as lenders without disclosing the name of the bank/ NBFC at the backend, as a consequence of which, customers are not able to access grievance redressal avenues available under the regulatory framework. Of late, there are several complaints against the lending platforms which primarily relate to exorbitant interest rates, non-transparent methods to calculate interest, harsh recovery measures, unauthorised use of personal data and bad behavior.

3. Although digital delivery in credit intermediation is a welcome development, concerns emanate from non-transparency of transactions and violation of extant guidelines on outsourcing of financial services and Fair Practices Code, etc. issued to banks and NBFCs, a reference to which is drawn in the Annex. It is, therefore, reiterated that banks and NBFCs, irrespective of whether they lend through their own digital lending platform or through an outsourced lending platform, must adhere to the Fair Practices Code guidelines in letter and spirit. They must also meticulously follow regulatory instructions on outsourcing of financial services and IT services.

4. It must be noted that outsourcing of any activity by banks/ NBFCs does not diminish their obligations, as the onus of compliance with regulatory instructions rests solely with them. Wherever banks and NBFCs engage digital lending platforms as their agents to source borrowers and/ or to recover dues, they must follow the following instructions:

a) Names of digital lending platforms engaged as agents shall be disclosed on the website of banks/ NBFCs.

b) Digital lending platforms engaged as agents shall be directed to disclose upfront to the customer, the name of the bank/ NBFC on whose behalf they are interacting with him.

c) Immediately after sanction but before execution of the loan agreement, the sanction letter shall be issued to the borrower on the letter head of the bank/ NBFC concerned.

d) A copy of the loan agreement along with a copy each of all enclosures quoted in the loan agreement shall be furnished to all borrowers at the time of sanction/ disbursement of loans.

e) Effective oversight and monitoring shall be ensured over the digital lending platforms engaged by the banks/ NBFCs.

f) Adequate efforts shall be made towards creation of awareness about the grievance redressal mechanism.

5. Any violation in this regard by banks and NBFCs (including NBFCs registered to operate on ‘digital-only’ or on digital and brick-mortar channels of delivery of credit) will be viewed seriously.

Copy of RBI circular can be found here

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Video conferencing board meeting

MCA has vide its notification dated 23rd June, 2020 amended the Companies (Meeting of the Board and its Powers), Rules, 2014 wherein it has allowed board meetings to be held on video conferencing basis or other audio visual means for even those items of business which were not allowed to be decided by any means other than physical board meetings. Such items were approval of annual financial statements, Board report, prospectus, amalgamation, merger, demerger, acquisition, takeover and the audit committee meetings to consider financial statement including consolidated financial statement.

In view of the covid, this relaxation was given upto 30th June, 2020. Now under this amendment, this relaxation has been extended upto 30th September, 2020.

MCA should well have extended this relaxation for the entire calendar year 2020 since AGM is allowed to be held on video conferencing or other audio visual means during the entire calendar year 2020. It might as well save them botheration of keeping changing the notification time and again.

Copy of MCA circular can be found here.

http://www.mca.gov.in/Ministry/pdf/Rule1_25062020.pdf

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1999 series India – Pakistan

Interesting documentary on the 1999 India Pakistan cricket series in India. I missed this series because i was abroad during that time, so missed the excitement of Sachin century in Chennai and Kumble 10 wickets in an innings in New Delhi. This series was held after a 10 year hiatus and then there was the hugely popular 2004 series in which India went to Pakistan, which was extremely popular and well received. Indian seam bowler Balaji was the pick of the bowlers during that 2004 series and India had unarguably one of the best line ups during that series with Sachin Tendulkar, Saurav Ganguly, Rahul Dravid, Virender Sehwag in that team.

Between 1978-79 which was Kapil Dev’s first test and series and 1989-90 there were seven series and then followed a 10 year gap, which was filled with this series and then there were 5 more series upto 2007-08 which was the last of the test cricket played between these two countries. The terrorist attack on India’s financial capital in November 2008 put the final nail in the coffin of the test relations between these two countries. Subsequently they have only met in world championships. Pakistani players played in the first ever edition of Indian Premier League which had a huge following in Pakistan, but subsequent editions saw them being left out of selections due to government orders.

Now a world test championships in test cricket is taking place and it is to be played on a league basis with every test playing nation playing the other twice, i think, but if India and Pakistan are not playing test cricket, then the credibility of the world championships test cricket is at stake. For a long period of time, no test playing nation visited Pakistan due to security concerns but recently Sri Lanka visited that country for a short tour and followed by Bangladesh for another short tour.

In the meanwhile Pakistan have their own T-20 league but no Indian player goes there but several world players do take part in it for commercial reasons.

I feel test cricket should restart between the two nations, maybe in a neutral country if the government of both countries agree or don’t agree. Sports should not hijacked for political reasons. Sports should not be used as a tool for solving political battles.

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The High and the Mighty

The High and the Mighty by Ernest K. Gann is an aviation thriller much on the likes of Airport by Arthur Hailey. Everything that could possibly go wrong on a commercial aircraft going out of Honlulu to San Francisco did go wrong in this flight. There were 21 passengers on board, so it was a much smaller aircraft and the story is much before the booming & large commercial airliners the size of dinosaurs. Co Pilot Dan Roman has had a previous escapade in another flight when he was a captain and that ended in a tragedy. So it was a comeback of sorts for him to be a co pilot at his age. The weatherman actually predicted grave weather to the pilot but he paid scant respect. Things start to go wrong during the flight, when one of the engine fails and fuel leaks. That plus the lousy weather conditions going into San Francisco makes for a courageous landing. All elements of emotion, drama, fiction here in this book.

This novel was made into a movie in 1954 starring John Wayne as Dan Roman. Goodreads 4/5

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Defaulted debt securities

SEBI has vide its circular dated 23rd June, 2020 laid down operational framework for transactions in defaulted debt securities post maturity date/ redemption date. This will be operationalised from 1st July, 2020.

Copy of SEBI circular can be found https://www.sebi.gov.in/legal/circulars/jun-2020/operational-framework-for-transactions-in-defaulted-debt-securities-post-maturity-date-redemption-date-under-provisions-of-sebi-issue-and-listing-of-debt-securities-regulations-2008_46912.html

Gist of some of the operational framework is given below:

  1. No transactions shall be allowed two prior days to the maturity/ redemption date.
  2. On maturity/ redemption date, transactions shall be restricted from such maturity/ redemption date to the date when the payment is confirmed;
  3. Issuer has to intimate to the SEs, Depositories, debenture trustees, the status of payment within one working day of making the payment.
  4. For existing defaulted debt securities, that period is 5 days from the date of issuance of this circular;
  5. If default in payment takes place, then within 2 working days, depositories in co-ordination with the SEs shall update the ISIN of that particular security as “ISIN defaulted in redemption” and lift the restrictions on transactions on such defaulted debt securities;
  6. For transactions which take place in defaulted debt securities, the depositories shall send an intimation to both the parties that it is a transaction in defaulted debt security.
  7. Even the periodic consolidated account statement shall carry the legend that it is a defaulted debt security;
  8. In case full payment of such defaulted debt securities is made by the issuer, then the same shall be reported to the depositories who in turn shall inform the stock exchanges and the particular ISIN shall be extinguished.
  9. The same applies if there is a change in the status of the debt securities such as restructuring of debt securities, IBC proceedings, its repayment etc.
  10. Every year on the 2nd working day of April, the issuer shall confirm the status of the defaulted debt securities

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