The Companies having subsidiaries which are NBFCs & Housing Finance Companies are required to calculate the debt to capital and free reserves ratio, after excluding the financial statement of those subsidiaries subject to there debt to capital and free reserves ratio being not more than 6:1 [rectified against 56:1 as mentioned in Buy-Back Regulation (Second Amendment) Regulations, 2019].

Further, the said buy-back regulations has also clarified that the reference of paid-up capital and free reserve wherever appearing in Buy-Back Regulations, 2018 shall be reckoned on the basis of standalone & consolidated financial statements of the Company, e.g. the maximum limit of buy-back shall be 25% of the aggregate of paid up capital & free reserve of the Company.

DIR-12 would be allowed to be filed for appointment in case:

1. The minimum number of directors fall below the statutory limit on account of disqualification u/s 164.
2. DIN of all / any Director has been deactivated.
3. An order passed by the Court or Tribunal or Appellate Tribunal under the Companies Act 2013 or Insolvency and Bankruptcy Code, 2016

Rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014, has been substituted w.e.f. December 01, 2019 which is applicable to the Independent Director or proposed Independent Director to submit an application with Indian Institute of Corporate Affairs (IICA) for the inclusion of his name in the databank and shall also pass an online proficiency self-assessment test conducted by the IICA.
However,specified Individuals are not required to pass the online proficiency self-assesment test.16

Through this newsletter, we want to share the brief of notifications/circulars issued by from Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), and other authorities including Insolvency and Bankruptcy Board of India (IBBI), National Company Law Tribunal (NCLT) and Stock Exchanges in the month of October, 2019 and compliance calendar for the month of November & December, 2019.