Last month, the Companies Law Committee (CLC) had submitted its report recommending certain reforms to the Companies Act, 2013. Suggestions were invited from the public through a brief consultation process. Based on these recommendations, the Government has now introduced the Companies (Amendment) Bill, 2016 in the Lok Sabha. The Statement of Objects and Reasons set out the rationale for the...
Ease of Doing Business: merger control rules; vessel sharing agreements
[The following guest post is contributed by Karan Singh Chandhiok, Practice Head, Competition Law and Dispute Resolution, Chandhiok & Associates (New Delhi). He can be reached at [email protected].] Furthering the Government of India’s agenda of relaxing rules related to doing business in India, on 3 and 4 March 2016, the Ministry of Corporate Affairs (MCA) issued several...
Things, not Words: Disambiguating Intention to Create Legal Relations
(The following guest post is contributed by Shivprasad Swaminathan, who is Associate Professor at the Jindal Global Law School) “We must think things not words, or at least we must constantly translate our words into the facts for which they stand, if we are to keep to the real and the true.” Oliver Wendell Holmes Jr The Source of the Confusion: English Law Contemporary textbooks...
Individual Triggers for Takeover Offers
[The following guest post is contributed by Jyoti Srivastava, who is a Manager at Vinod Kothari & Co.] The Securities and Exchange Board of India (SEBI) has framed regulations providing for the acquisition of shares and takeover of listed companies known as ‘Takeover Code’ or SEBI (Substantial Acquisition of Shares) Regulations, 2011 (‘SAST Regulations, 2011’). The provisions of the SAST...
FDI in retail: Rising demand for a ‘level playing field’
This article was jointly authored by Satyajit Gupta (Principal, Corporate M&A, Advaita Legal) and Saurabh Sharma (Associate, Corporate M&A, Advaita Legal) and appeared in the Nov 2015 – Jan 2016 issue of Sameeksha, the firm’s newsletter. Birth of e-commerce business India, as a nation, has gone through a phenomenal change since the advent of 2000s – something...
SEBI Board Meeting: Wilful Defaulters, Control, etc.
The meeting of SEBI’s board held today has resulted in some crucial decisions. An important one relates to SEBI’s new approach towards reconsidering the definition of “control” under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This is because an acquirer who acquires control without obtaining the minimum number of shares (i.e. 25% voting rights) could be required...
Change in Shareholding of Individual Promoter Triggers Takeover Code
[The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] In its interpretative letter dated March 01, 2016 under the SEBI (Informal Guidance) Scheme, 2003, in the matter of Capital Trust Limited (“CTL”), SEBI clarified the provisions of regulation 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers), Regulations, 2011 (“Takeover Code”). Facts...
SEBI passes first order on newly acquired jurisdiction commodity markets – but also raises concerns why there are dual bans
SEBI has passed perhaps the first adverse order on commodity trading after having acquired jurisdiction over this field from FMC. This order coincidentally comes almost exactly one year after this jurisdiction was proposed for it in Finance Bill 2015. The order is also curious as it specifically passes wider/dual bans debarring parties not only from commodity markets but in transactions of...
Political contributions by foreign owned companies to be permitted – and with retrospective effect
It was earlier posted here that a proposed amendment through the Finance Bill 2016 will permit certain CSR contributions by companies with majority foreign holdings. There is a further implication to this that also needs consideration. This amendment will also permit political contributions by such companies. The amendment is proposed to have retrospective effect from 26th September 2010. This...
Budget 2016 amends FCRA – paves way for CSR by FOCCs
[The following guest post is contributed by Aditi Jhunjhunwala, who is a partner at Vinod Kothari & Co, and can be reached at [email protected]]. Amongst the various amendments proposed in the Finance Bill, 2016, one such relates to changes to the provisions of the Foreign Contribution (Regulation) Act, 2010 (the Act/FCRA), which has come as a relief to foreign owned and controlled...
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