SEBI has directed, vide circular dated 5th April 2010, the modification of the listing agreement focusing on certain deviations from Accounting Standards commonly carried out as part of Schemes of mergers, demergers, etc. SEBI has done this cleverly and indirectly but with apparently with more effect than it would have done it directly. It has also attempted to kill several birds with one stone...
Buyback and Takeover Regulations – Yet another development
See my earlier post on a recent decision of SEBI on whether increase in percentage holding consequent to buyback of shares would amount to “acquisition” under the Takeover Regulations. If that and earlier posts are reviewed, one would note that SEBI has taken a fairly consistent stand that such increase does amount to acquisition. Now, in a recent order granting exemption under the...
Buyback, increase in shareholding and open offer requirement
Yesterday’s decision of SEBI revives the discussion on whether an increase in shareholding on account of a buyback could result in an open offer. The issue can be explained mathematically as follows. A company, has, say, Rs. 100 of share capital. It carries out a buyback of Rs. 20 shares in which some shareholders do not participate fully. Since the share capital reduces to Rs. 80, the...
DIPP issues draft “Master Press Note”
The Department of Industrial Policy and Promotion has issued a draft Press Note dated 24th December 2010 (“PN”) that is similar to the Master Circulars that we have on FEMA issued by the Reserve Bank of India. This 66 page Press Note is only a draft and comments are invited by 31st January 2010 after which a final Press Note would be issued. A couple of quick and preliminary comments...
RBI extends time limit for Auditors’ Certificate for NBFCs – leaves fundamental issues unaddressed
Auditors of non-banking financial companies (NBFCs) have to submit a certificate every year to the Reserve Bank of India on whether the NBFC is engaged in the business of a non-banking financial institution (NBFI). The certificate also gives the income/asset pattern for making it eligible for classification under various categories. The last date for submission of this certificate for the...
SEBI decides to amend Listing Agreement, Takeover Regulations, etc.
SEBI has issued a press release stating the decisions taken at the Board meeting held today and certain aspects have been highlighted. The decisions relate to amendments of the Listing Agreement and the new ICDR 2009, the Takeover Regulations and certain other amendments. The press release is fairly self explanatory and in any case one may wait for the actual amendments to consider their...
Is levy of penalty mandatory for Securities Laws’ violations?
– Decoding the decision of the Supreme Court in Shriram’s case 1. Is levy of penalty for violation of securities laws mandatory? Is there no discretion to the Adjudicating Officer on whether or not to levy penalty? Are adjudication proceedings a mere formality? Is intention to commit the violation totally irrelevant? And, finally, are all the preceding questions answered in the affirmative...
SEBI issues circular to formalise clarifications on 5% additional creeping acquisition
I had briefly written in an earlier post of a report in CNBC/moneycontrol.com of certain “clarifications” in respect of the amendments to Regulation 11(2) of the SEBI Takeover Regulations. As may be recollected, the amendments permitted acquisition of further shares upto 5% for persons who held shares between 55-75%. This press report has now been formalised by a clarifying circular...
Issue of Banning Share Warrants to Promoters – SEBI order
I had written earlier on February 26, 2009 here on an issue titled “Is it time to sentence Share Warrants to Dishonorable Discharge?”. Essentially, I had argued that Share Warrants were heavily being misused by Promoters. They allotted, almost exclusively to themselves, Share Warrants at a price and terms that appeared to be absurdly below their fair value. The Companies would almost never have...
SEBI clarifies on Insider Trading Regulations amendments of November 2008
SEBI had amended the Insider Trading Regulations 1992 vide a Notification dated November 19, 2008 which I had discussed it here and here. SEBI has now released a set of “Clarifications” on 24th July 2009 on certain issues arising out of the amendments made. I had opined on some of these issues in my earlier posts referred to above and hence me update on what are the clarifications so...
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