A Division Bench of the Bombay High Court has ruled in Messer Holdings Limited v. Shyam Madanmohan Ruia that a private arrangement between shareholders of a public limited company on a voluntary basis relating to share transfer restrictions (right of first refusal) is not violative of Section 111A of the Companies Act, 1956. The judgement also goes on to suggest that it is not mandatory for the...
Parliamentary Standing Committee on Companies Bill, 2009
It has been reported that the Parliamentary Standing Committee on Finance has its made recommendations upon review of the provisions of the Companies Bill, 2009. Discussions reveal that in some areas the Standing Committee’s recommendations seek a reversal of the position stated in current version of the Companies Bill. On one hand, the standing committee calls for a more liberal regime by...
Nomination for LexisNexis Top 25 Business Law Blogs 2010
We are pleased to share with our readers the following communication received from LexisNexis: Each year, LexisNexis honors a select group of blogs that set the online standard for a given industry. I’m pleased to notify you that Indian Corporate Law Blog is one of the nominated candidates for the LexisNexis Top 25 Business Law Blogs of 2010, featured on the LexisNexis Corporate & Securities...
Barclays Order: ODI Restrictions Lifted by SEBI
In December 2009, we had discussed SEBI’s order whereby Barclays was found to have failed in complying with certain disclosure norms while issuing offshore derivative instruments (ODIs) under the SEBI (Foreign Institutional Investors) Regulations, 1995. For this, SEBI had prohibited Barclays from issuing, subscribing or otherwise transacting in any ODIs until reporting systems are put in place to...
Participatory Notes Fall in Popularity
After initially cracking down in 2007 on indirect investment routes such as those using participatory notes (P-notes), SEBI a year later reversed its decision and allowed foreign investors to participate in the Indian markets through P-notes. SEBI’s decision to allow P-notes was the subject-matter of critique on this Blog as it raises questions regarding transparency. As observed in that post:...
Cooperatives and Producer Companies
In this Mint column, Narayan Ramachandran calls for a shift in attention from the classic corporate model of limited liability companies to a cooperative model that involves “a voluntary agreement to share, for the mutual benefit of all parties”. Although India is no stranger to the cooperative model (as the author demonstrates), it is the co-operative societies legislation that is usually used...
Service Tax on Software Upheld
In 2005, the Supreme Court held that the transfer of branded software constitutes a sale and is exigible to sales tax, levied by State Governments under Entry 54, Schedule VII of the Constitution (Tata Consultancy Services v. State of AP). I have argued elsewhere that this decision may, with respect, require reconsideration on the question of whether the typical software transfer accompanied by a...
Extending Securities Regulation to the Fourth Estate
A free and active press generally provides impetus for instilling enhanced corporate governance practices in any economy, as it does in India. However, conflicts of interest that the media faces may create distorted incentives that dilute these objectives. One such conflict is presented by the concept of “private treaties” whereby media enterprises take stakes in companies in return for agreeing...
New Framework for Foreign Investment Proposed
The Ministry of Finance recently published on its website a report of the Working Group on Foreign Investment in India. The report seeks to address the complexity and overlaps in the existing regime on foreign investment in India and to propose a more streamlined framework. It focuses largely on foreign portfolio investment and less on foreign direct investment, although some of the...
Direct Taxes Code Bill, 2010 versus Income Tax Act, 1961: A Comparison of Certain Aspects
As noted in an earlier post, the Direct Taxes Code Bill has been introduced in Parliament. If enacted, it will come into force from 2012. Below is a comparative chart discussing the differences in the provisions in the current Act and in the Code Bill. The changes below are not exhaustive, and we will be discussing other aspects of the Code in subsequent posts. Point Current Treatment under...
Recent Comments