President’s Message
My warm greetings to
all of you.
The State of Tamil
Nadu has witnessed adramatic change.
Contrary to the
expectations in somequarters, Tamil Nadu
State has emerged
stronger than before.
Continuance of thesame government for another term after theelections in May 2016 has given a lot of confidence
all round. Chief Minister Dr. J. Jayalalithaa has
shown that she can deliver if she wills. People of
Tamil Nadu have a lot of expectations in the new
government. All of us know that Japan is getting
closer to Tamil Nadu and now is the time for all of
us to keep up the momentum for a new economic
agenda vis-a-vis Japan.
We in IJCCI have chalked out a number of
economic programmes for fostering Japan-India
c o o p e r a t i o n . A s e r i e s o f s e c t o r- s p e c i f i c
programmes has been inaugurated in June 2016
with the first programme on Chemicals andPharmaceutical industry. This will be followed byinfrastructure, energy, IT, ITES etc.,
IJCCI is taking a multi-sector industrial delegation
to Japan in September 2016. The delegation will
be visiting Tokyo, Yokohama, Osaka and Hiroshima.
Sixth in the series, Japanese Chambers and othereconomic organisations, besides Prefectural
Governments have evinced keen interest in thevarious programmes planned for the delegation
by IJCCI.
I am extremely happy that I have the opportunity
this time to lead the delegation. I consider it agreat honour and pleasure to contribute to thesuccess of the delegation and take the Chamber
to great heights.
With warm regards,
N. KumarSeminar on Japanese Cooperation: Potentials andSuccess in Chemicals & Pharmaceuticals Industry.
Presentation of Success Stories by Nitta Gelatin India,
Tablets India, Taoka Chemical India and SDS Ramcides
CropScience.

Proposed Changes to the Companies Act
The Companies Act, 2013 (“Companies Act”), while beneficial, has also been perceived as
overzealous and overregulation in part. With a view to facilitating the ease of doing businessin India, addressing stringent compliance of requirements, and harmonising company law
with other regulations, the Companies (Amendment) Bill, 2016 (“Bill”) was introduced in
the Lok Sabha in March 2016 and is currently under review by the Parliamentary Committee
on Finance. We present below, a brief summary of a few pertinent amendments proposedby the Bill.
Generic Objects Clause: The
Bill proposes to dispense with thelisting of specific objects in the
Memorandum of Association andpermits a clause of universal
objects i.e. “to engage in any
lawful act, activity or business”.
Only if the company prefers to
restrict its activity or objects, will
specific object(s) be required in the
MOA. This is seen as a positivechange in keeping with today’s
fast changing business landscape.
CSR(Corporate
SocialResponsibility): Currently CSR
compliance in the current year isrequired, where the net worth,turnover or net profit exceeds thethresholds in any financial year.
The Bill clarifies that CSR
compliance will be mandatory only
where the thresholds are met in
the immediately preceding
financial year. Further, unlisted
private companies only require
two or more directors to constitutetheir CSR committee, and will not
be in need of an independent
director.
Unfortunately, the Bill also allows forcertain sums to be excluded in thecomputation of ‘net profit’. This may
be a cause for concern as it may
significantly increase the actual

amount to be spent on CSR
activities.
Sweat Equity to be issued
anytime: It is proposed to permit
issuance of sweat any time post
incorporation of a company
without the earlier mandatory
waiting period of one year. Startups and small companies will findthis a useful tool to acquire andretain a senior talent.
AGM of Unlisted companies
can be organised anywhere
in India: Currently AGMs arebeing held in the same city, town orvillage as the registered office ofthe company. The Bill proposes topermit unlisted companies to holdtheir AGMs anywhere in India, if
consented to by all members.
Shareholder meetings canbe held outside India:
Extraordinary General Meetings(EGMs) are currently required tobe held only within India. The Bill,
proposes to permit EGMs of an
Indian company which is a wholly
owned subsidiary of a foreigncompany, to be held anywhere in
the world. Unfortunately, AGMs ofsuch companies still need to beheld within India even when all
the shareholders are outside India.

Votingthrough
PostalBallot and electronic voting:This amendment will enable itemsof business currently required
under the law to be transacted
only by postal ballot to also betransacted through electronic
voting at general meetings.
Video Conference meetings:
Currently, the Board may conduct
meetings via video conference
except on prohibited matters which
require physical meetings. The Billnow clarifies that if the minimum
quorum is physically present, theremaining directors may attend via
video conference even on theserestricted matters.
If Shareholder numbers fall
below minimum: The Bill
proposes a six-month period tocure any shortfall in the minimum
number of shareholders (i.e. twofor a Private Company and sevenfor a Public Company). Beyond
such six-month period, theremaining shareholders, who areaware of such shortfall in minimum
shareholders, shall be severely
liable to bear all the debts of thecompany contracted during such
period.
Relief from Registration
Charges: Currently companies

JETRO-IJCCI JOINT SEMINAR on
JAPAN: YOUR INVESTMENT DESTINATION
Presentations:Indian Success Stories in Japan: *Hinduja Tech
*Satyam-Venture Engineering Services
Reasons to Invest in Japan: *JETRO
on 21.07.2016 at 4.00 p.m. at Hotel Savera, Chennai-4

need to register all charges
created on their assets orundertakings. The Bill proposes togrant relief by way of rules
exempting certain charges fromregistration. It remains to be seen
however, which are the charges
that will be exempted by therulers. The earlier Companies Act(1956) did not require theregistration of pledges.
Nomination and Remuneration
Committees
and
Audit
Committees only for listed
public companies: Currently all
listed companies (even privatecompanies with debt listing) are
required to constitute N&R
Committees
and
Audit
Committees. The Bill proposes that
this only applies to listed publiccompanies, and not to privatecompanies.
Management remuneration
exceeding 11%: It is proposed
to delete the requirement for a
public company to obtain central
government approval prior to
payment of management
remuneration exceeding 11% of
net profit.
Independent Director canhave limited pecuniary
interest in Company: The
Companies Act currently prohibits
an independent director having
any pecuniary relationship with thecompany. The Bill proposes topermit an independent director tohave a pecuniary interest in the
Company of up to 10% of his total
income, without being liable todisqualification as an independent
director.

Disqualified Director tovacate office from all othercompanies: The Bill proposesthat any director of a company
that has not filed its financial
statements or annual returns fora continuous period of threefinancial years or failed to file its
financial statement or annual
returns, failed to repay deposits,
redeem debentures or pay
dividends etc., will immediately bedisqualified from directorship in allother companies other than thecontravening company. This may
act as a serious deterrent.
Deletion of restriction on
investment through not
more than two layers ofinvestment companies: Post
the amendment, companies will beable to invest through any numberof layers of investment companies.
Given that companies will need tomaintain a beneficial ownershipregister as set out below, concerns
about declaration of ultimate
beneficial ownership standaddressed.
Register of Significant
Beneficial Ownership: The
Bill has created the concept of‘significant beneficial ownership’(i.e. alone or with others holds
beneficial interest of 25% ormore in the shares or significant
influence or control).
Persons holding/acquiring suchsignificant beneficial interest are
required to declare such interest/change to the company and thecompany is to maintain a register
accordingly.

Changes on Related Party
Transactions:C u r r e n t l y,companies are prohibited fromentering into certain related party
transactions except with a special
resolution, and members who are
related parties are not permitted
to vote on such resolutions.
The Bill proposes to do away withthe restriction on voting by relatives
for companies in which 90% ormore members, in number, arerelated parties.
Deletion of Forward Dealing
and
Insider
Tradingprovisions: The prohibitions on
Forward Dealing in Securities andInsider Trading are proposed to bedeleted and will be inapplicable toprivate companies. Public / listedcompanies will need to comply
with the relevant SEBI regulationsin this regard.
No consolidation: The current
requirement of consolidating
accounts of joint ventures is
proposed to be omitted.
Conclusion: The Parliamentary
Committee continues to receive
recommendations on the Bill andthe question remains whether theabove changes, will in fact see thelight of the day as law. It is hopedthat the Bill once passed, eases
the conduct of business in India.

Authored by: Ms. Hufriz Wadia(Partner, Kochhar & Co.) with
Mr. Sandeep Thomas & Mr. Nikhil Gupta(Interns).

INDO-JAPAN CHAMBER OF COMMERCE AND INDUSTRY
Sixth Multi-sector Industrial Delegation to Japan
Delegation visiting Tokyo, Yokohama, Osaka & Hiroshima.
September 26-30, 2016
Delegation lead by Mr
esident IJCCIMr.. N. Kumar
Kumar,, Pr
President

Nihongo no Kana - The first activity of Nihongo Kouryuu Kurabu
Following the successful inaugurationof the Japanese interaction club, totest the students’ command over the
language, IJCCI conducted ‘Nihongo
no Kana’, making it the first activityof the club. The first thing a beginnerof the Japanese language must do isto learn how to read Hiragana andKatakana. Learning the third script,
Kanji takes most students for several
months or even years to master, but
Hiragana and Katakana are phonetic
and can be learnt in just a few hours.
‘Nihongo no Kana’, as the namereflects, was organized to help
students build a comprehensive
understanding of Hiragana andKatakana scripts.
To foster interaction in Japanese
between students of all the classes,
they were organized into small groups
from different levels. The activity was
primarily split into three interestingrounds of games.

The first round was the challenging‘word search’ game that put to test
the students’ understanding andspeed, to accurately find a list of
Katakana words from a huge pool of
Katakana characters. The top fiveteams moved into the second round,the popular ‘Pictionary’ game.
‘Pictionary’ was the most interestingof all, with students having to readthe Katakana word, understand andthen draw the word on the board fortheir team to guess it right. This roundstood proof for the teachers in notjust evaluating the students’
understanding and memory of thescript but also gauge their vocabulary
and pronunciation skills.
The third round was restricted to the
top three teams from the previous
round. It was a concoction of ‘Who
am I’ and ‘Pictionary’. Written in

Hiragana, the students were made toread the phrases, understand themeaning, guess the word and thendraw the clue on the board. This tested
the students’ skill of speed in reading,clarity in understanding andspontaneity to guess and draw.
The team of Azhagesan, Kalyani andVignesh bagged the first place,
Poonam, Kalyani and Divya won thesecond and the team of Hamsini,
Jayameena and Kailash won the third.

Early voting is allowed in Japan,
where booths are operated earlier
than the scheduled day of elections(Jul 10th). This is to allow people who

may not be able tovote on the given
day because ofwork or officeduties. According to
The Japan Times,
Chiho Tatsumi, an(Picture from The 18-year-old third
Japan Times.)
year student at
Ikeda high school, isbelieved to be the first teenage voter
to cast a ballot. Tatsumi, who voted
shortly after 6:30 a.m. at an earlyvoting station in Mino, Osaka
Prefecture, before going to school, told
reporters, “If I got the right to votebut did not go to vote, that would not
make sense,” adding she hoped herfriends also participate in the voting.

My warm greetings to
all of you.
The State of Tamil
Nadu has witnessed adramatic change.
Contrary to the
expectations in somequarters, Tamil Nadu
State has emerged
stronger than before.

The students were highly energetic,
thrilled and excited to participate andlearn the Japanese scripts the fun way.
With such a motivated group of
students and dedicated, inspiring andsupportive teachers, it was hard to callit a day.

– by Ms Supraja Parvathy,
Convenor, Kouryuu Kurabu

Election in Japan – What’s different?
Japan’s 24th regular election ofmembers of the House of Councillors
is scheduled to be held on 10th July
2016, to elect 121 of the 242
members of the House ofCouncillors, the upper house of the717-member bicameral National Dietof Japan, for a term of six years.
What’s different this year is that
individuals who are 18 years of age
are now allowed to vote. Earlier, theage for majority and hence, voting
was 20. However, last year the voting
age was changed to 18 years.

President’s Message

Many 18 year olds like Tatsumi are
excited to be able to vote in theelections, as they earlier believed thatpolitics had nothing to do with them as
they had to wait a good two years
before they could cast their vote. Now,
the same students are said to bereading manifestoes and checking on
their candidates’ profiles. Getting ayounger population to decide on the
country’s policies is probably a new
direction in ageing Japan. Lowering
the voting age to 18 has added an
approximate 2.4 million people to theelectoral rolls. This election may wellsee issues that affect a younger
population take prominence too,
where earlier, pension benefits were
the key strategy of some candidates.

EDITORIAL BOARD: N Kumar, President, IJCCI; N Krishnaswami, Chairman, IJCCI; Krishna Prasad, Managing Director, Mot Juste Communication
S e r v i c e s P v t . L t d . ; P S S u m a n , Pa r t n e r, A K M y l s a m y & A s s o c i a t e s L L P ; H u f r i z Wa d i a , Pa r t n e r, Ko c h h a r & C o. ;Suguna Ramamoorthy, Secretary-General, IJCCI. For Private Circulation Only.
Editor: Suguna Ramamoorthy; Publisher: IJCCI; Designing & Printing: Mot Juste Communication Services Private Limited, 98410 15081.
Indo-Japan Chamber of Commerce & Industry (IJCCI): No. 21, Kavignar Bharathidasan Road, Teynampet, Chennai 600 018, Tamil Nadu, India.
Phone: 044-24352010 / 044-24354779. Email: indo-japan@ijcci.com. Web: ijcci.com

Continuance of thesame government for another term after theelections in May 2016 has given a lot of confidence
all round. Chief Minister Dr. J. Jayalalithaa has
shown that she can deliver if she wills. People of
Tamil Nadu have a lot of expectations in the new
government. All of us know that Japan is getting
closer to Tamil Nadu and now is the time for all of
us to keep up the momentum for a new economic
agenda vis-a-vis Japan.
We in IJCCI have chalked out a number of
economic programmes for fostering Japan-India
c o o p e r a t i o n . A s e r i e s o f s e c t o r- s p e c i f i c
programmes has been inaugurated in June 2016
with the first programme on Chemicals andPharmaceutical industry. This will be followed byinfrastructure, energy, IT, ITES etc.,
IJCCI is taking a multi-sector industrial delegation
to Japan in September 2016. The delegation will
be visiting Tokyo, Yokohama, Osaka and Hiroshima.
Sixth in the series, Japanese Chambers and othereconomic organisations, besides Prefectural
Governments have evinced keen interest in thevarious programmes planned for the delegation
by IJCCI.
I am extremely happy that I have the opportunity
this time to lead the delegation. I consider it agreat honour and pleasure to contribute to thesuccess of the delegation and take the Chamber
to great heights.
With warm regards,
N. KumarSeminar on Japanese Cooperation: Potentials andSuccess in Chemicals & Pharmaceuticals Industry.
Presentation of Success Stories by Nitta Gelatin India,
Tablets India, Taoka Chemical India and SDS Ramcides
CropScience.