In this column , I will discuss important company law case laws and intricacies surrounding the interpretation of Indian Company Law.
Thursday, January 23, 2025
LETHARGY IN COMPLIANCE -TATA STEEL IS TO PAY A PENALTY OF RS 1.46 CRPRES AS LATE STAMP DUTY PAYABLE IN A MERGER
LETHARGY IN COMPLIANCE- TATA STEEL IS TO PAY A PENALTY OF RS 1.46 CRORES AS LATE STAMP DUTY FILING IN TATA –TINPLATE MERGER MOVE · Tata Steel Limited received an Adjudication Order imposing a penalty of ₹1,46,14,380/- for late filing of a stamp-duty application for merger.
· The penalty relates to the stamp duty payable for the amalgamation of The Tinplate Company of India Limited and Tata Steel Limited, sanctioned by the National Company Law Tribunal , Mumbai.
· The Collector of Stamps, Enforcement – I, Mumbai, Government of Maharashtra under Section 39 of the Maharashtra Stamp Act, 1958 issued the Order imposing a penalty of ₹1,46,14,380/- on Tata Steel.
· As per the Maharashtra Stamp Act, on an order of amalgamation wherein there is some immoveable property of the transferor present in the state, the stamp duty payable can be up to 5% of the total consideration for the amalgamation (aggregating both the cash paid as well as market value of shares exchanged).
· The penalty is towards the belated filing of stamp-duty application for necessary payment of stamp duty to the appropriate authority as per the provisions of Maharashtra Stamp Act, 1958
· There is a failure in compliance by Tata Steel Ltd to pay stamp duty on merger within the prescribed time and hence it has to pay a huge and heft penalty of Rs 1,46,14,380/-.
COMPLIANCE IS LESS COSTLIER THAN NON-COMPLIANCE
Thursday, January 16, 2025
#SEBI LODR THIRD AMENDMENT 2024 COMING INTO EFFECT FROM 01-04-2025
#SEBI LODR THIRD AMENDMENT 2024 COMING INTO EFFECT FROM 01-04-2025
SEBI LODR THIRD
AMENDMENT 2024 COMING INTO EFFECT FROM 01.04.2025
Certain provisions, such as those concerning
secretarial audit, will come into force starting 01.04.2025. THESE CHANGES ARE
SET TO AFFECT LISTED COMPANIES AND AIM TO ENHANCE CORPORATE GOVERNANCE,
INCREASE TRANSPARENCY AND ENSURE TIMELY REPORTING OF MATERIAL EVENTS.
Some changes
come with stringent timelines, while others mandate adopting new compliance
measures.
Reg. 6 -
Compliance Officer |
The compliance
officer shall be an officer who is in whole-time employment of the listed entity, not more than one
level below the BoD and shall be designated as key managerial personnel
(‘KMP’). |
KMP FOR CIRP COMPANIES |
Listed entities
undergoing the corporate insolvency resolution process (‘CIRP’) must appoint
KMP within 3 months of the approval of the resolution plan. During the
interim period, at least one full-time KMP must be responsible for managing
day-to-day operations. |
Reg. 13 -
Investor Grievance Redressal |
This amendment
introduces the requirement for listed entities to submit a detailed statement
on a quarterly basis that outlines how investor grievances have been
addressed in the format and timeline as may be prescribed by the BoD. |
Reg. 17 - BoD |
Non-executive
directors (NEDs) aged over 75 years require shareholder approval for
appointment or continuation in office. |
|
Any vacancy in
the committees of the BoD must be filled within 3 months or by the date of
the vacancy’s occurrence, whichever is earlier. |
Reg. 23 -
Related Party Transactions (‘RPTs’) |
Corporate
actions such as dividends, stock splits, and rights issues that are uniformly
applicable to all shareholders are excluded from the definition of RPTs. |
|
Omnibus
approvals can now be granted for recurring RPTs involving subsidiaries.
Ratification provisions have also been introduced, allowing RPTs to be
ratified by the Audit Committee within 3 months. |
Reg. 24A -
Secretarial Audit |
Secretarial
audits must now be conducted by peer-reviewed company secretaries starting
01.04.2025. |
|
Restrictions
have been placed on secretarial auditors from rendering services that may
impair independence. |
Reg. 30 -
Disclosure of Material Events |
Disclosure
timelines for material events, including litigation disclosures, have been
relaxed. For example, entities now have 72 hours instead of 24 to disclose
non-tax litigation claims. |
|
Enhanced
thresholds for disclosing acquisitions and penalties imposed by sectoral
regulators have been introduced. |
Reg. 31A -
Promoter Reclassification |
Stricter
timelines for promoter reclassification have been introduced: a. The BoD must
analyse requests within two months. |
|
Shareholder
approvals must be obtained within 60 days of the stock exchange’s
no-objection certificate (NOC). |
Reg. 46 -
Website Disclosures |
Mandatory
disclosures include Articles of Association (AoA), employee benefit scheme
documents, and detailed profiles of BoD. |
|
Companies may
provide QR codes and web links in newspaper advertisements for better
investor access. |
The above Amendment Regulations significantly
overhaul corporate governance and disclosure requirements for listed entities.
SEBI has taken a definitive step toward strengthening India’s securities
market.
An employee can save Income-Tax up to Rs. 48,000 in tax if his salary structure includes gadget allowance as well.
A gadget allowance can help an employee to save 90% tax on the amount he pay for his gadget purchases.
For example ,If you’re in the 30% tax slab, you’d normally pay ~₹30,000 or more in taxes on that ₹1 lakh.
But if your employer pay it under gadget allowance, it’s taxed at just 10%.
10% of Rs 1 lakh = ₹10,000 → tax @ 30% Rs 3,000.
You just saved Rs 27,000
Yes that’s what is a laptop reimbursement, it doesn’t make your laptop free but helps you save on taxes.
Under Section 17(2) Income-Tax Act, gadgets and appliances bought in the name of the company and given to the employee for personal use are taxed at 10% of their value.
GENEROUS AND EMPLOYEE BENEFIT CENTRIC COMPANIES, NOT JUST GIVE GADGET ALLOWANCE BUT ALSO DIFFERENT TYPES OF ALLOWANCES TO SAVE TAXES ON:
1. Your every day food and grocery purchases: Meal Allowance ( exempt up to 26,400 p.a )2. The courses you take to upskill yourself: Professional pursuit allowance ( fully tax-exempt, no limit )
3. The newspaper subscriptions you buy both physical and online: Books & Periodicals ( fully tax-exempt, no limit )
4. Internet and telephone bills you pay for your WiFi at home ( fully tax-exempt, no limit )
5. An employee who opted for the NPS benefit from his employer. Can save tax. Under Section 80CCD(2), 10% of her basic pay put in the pension scheme is tax-free.
To be Remain in the Old Tax Regime
6. If an employee has chosen to stay in the old tax regime because he claims exemption for house rent allowance, invests in tax-saving options under Section 80C and has bought medical insurance covers for his family and her parents. He also invests Rs.50,000 in the NPS to claim deduction under Section 80CCD(1b). These deductions would not be available to him under the new tax regime and his tax would be significantly higher by almost Rs.1.22 lakh.
Courtesy : Economic Times
R V Seckar , FCS ,LLB
rvsekar2007@gmail.com