[The following post is contributed by Vinod Kothari of Vinod Kothari & Co.] The Government placed a Bill to amend the Companies Act, 2013 (the “2013 Act”), passed less than 3 years ago, proposing nearly 100 amendments, purported to be for the ease of doing business. Most of the amendments proposed in the Bill are to implement the recommendations of the Company Law Committee, which was...
Update: Real Estate (Regulation and Development) Bill, 2016
[The following post is contributed by Bhushan Shah and Labdhi Shah from Mansukhlal Hiralal & Company. The views expressed herein are personal] Parliament of India has passed the much awaited Real Estate (Regulation and Development) Bill, 2016 (Regulation) in the ongoing Budget Session. The Regulation has been enacted with the intention of protecting buyers, bringing transparency and...
Brightline Test for Acquisition of Control
[The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] In the backdrop of ambiguity and concerns in relation to acquisition of ‘control’ of a listed target company, the Securities and Exchange Board of India (“SEBI”) has initiated a consultation process by way of its discussion paper dated March 14, 2016 (“Discussion Paper”). Existing scenario The term control...
Companies (Amendment) Bill, 2016 Introduced in Parliament
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...
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...
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...
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...
Delhi High Court on Directors’ Duties and Derivative Actions
It is not very often that we witness cases in India relating to intrinsic company law issues such as breaches of directors’ duties and shareholder remedies through derivative actions. However, questions of directors’ duties have been brought to the fore following the Companies Act, 2013 as they have been codified in the legislation. Derivative action, however, still remains within the realm of...
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