PGC NEWSLETTER14th, April 2014 1
14th, April 2014
THOUGHT OF THE DAY
“If you don’t build your
dream, someone else will hire you to
help them build theirs”
The country’s pharmaceutical industry expects to be back on a strong growth
path in 2014- 15, after a tough year battling price control and trade issues. On
the whole, it expects growth of 12- 14 per cent.
Ranbaxy Laboratories, set to be merged with Sun Pharmaceutical Industries,
might again have to pay a hefty penalty to the US authorities for alleged
violations at its Toansa factory in Punjab.
To help it better regulate the marketplace and strengthen its surveillance
system, the Securities and Exchange Board of India (Sebi) plans to set up a
mechanism for “risk profiling” of listed companies and various market
intermediaries, including brokers.
CORPORATE LAW UPDATES
The new Companies Act rules have given a lot of powers to minority
shareholders, but the one creating ripples in the corporate sector is that
promoters, who are majority shareholders, cannot vote in special resolutions
in cases of related-party transactions.
The SEBI budget is projected to have a deficit of Rs 76.6 crore in the current
financial year. An increase in intermediary fees will help turn this into a
surplus of Rs 105.7 crore, according to estimates based on the regulator’s
board meeting minutes.
The National Stock Exchange on Friday came out with new guidelines for
the futures and options segment as part of strengthening risk management
measures to ensure orderly trading on the bourse.(Effective from May 5)
RBI / TAX LAW UPDATE
RBI: The Reserve Bank of India (RBI) has liberalised the procedure for
facilitating the import of rough diamonds.
The Revised DTC-2013 does not contain provisions relating to the merger of
Limited Liability Partnerships (LLP).
RBI not to allow Promoters to become CEOs of Private Banks.( The firms
that promotes the Bank should be wholly owned by the promoter group and
50% of the Directors of the NOFHC should be Independent Directors.)
MCX CRUDE OIL
Dow Jones Industrial
PGC NEWSLETTER14th, April 2014 2
COMPANIES ACT 2013
The new rules under Section 188 say any related-party transaction that is not done in the ordinary
course of business and is not at an arm’s length will need approval of minority shareholders by way of a
special resolution. But, shareholders who are related or interested parties in the transaction will not be
able to vote in resolutions relating to payment of brand fees or management fees to majority
What are related-party transactions?
Sale, purchase or supply of goods, or materials dealing in properties
Availing or rendering of any services
Appointment of any agent for dealing in property, goods and services
Appointment to any office of profit in the company, its subsidiary or associate company
Underwriting the subscription of securities or derivatives of a company
How is ‘related party’ defined?
A holding, subsidiary, sister or associate company
Directors, key management personnel (including relatives)
Firms/companies where directors/relatives have interests
Appointments of senior management-level and functional heads
What’s the threshold to qualify as related-party transaction?
If paid-up share capital of a company equals or exceeds Rs 1 crore
If related-party transactions exceed 5% of annual turnover, or 20% of net worth
whichever is higher
What is an office of profit in related-party deals?
Remuneration exceeding Rs 10 lakh