[The following is a guest post from Vinod Kothari and Nidhi Ladha of Vinod Kothari & Company. The authors can be contacted at [email protected] and [email protected] respectively. This is a continuation from the first post in the series that can be accessed here] Meaning of ‘mortgage of fixed assets’ The significant difference between mortgage and charge is that mortgage is a...
MCA Circular: Secured Corporate Debentures and Public Deposit Norms – Part 1
[The following is a guest post from Vinod Kothari and Nidhi Ladha of Vinod Kothari & Company. The authors can be contacted at [email protected] and [email protected] respectively] The Ministry of Corporate Affairs, vide a notification dated 21st March 2013 (“Notification”), has made a change in Companies (Acceptance of Deposits) Rules 1975 (“Deposit Rules”). The apparent...
Rights Offering: Kerala High Court Judgment Stayed by Supreme Court
Last month, we had discussed a decision of the Kerala High Court in Securities and Exchange Board of India v. Kunnamkulam Paper Mills Ltd, where it was held that in certain circumstances a rights offering by an unlisted company may amount to a public offering thereby conferring jurisdiction on SEBI. The company preferred an appeal to the Supreme Court, which has issued notice, and ordered that in...
Acquisitions Beyond 75% Shares in a Company: SEBI’s No-Action Letter
[The following is a guest post from Yogesh Chande. Yogesh is a Consultant with Economic Laws Practice, Advocates & Solicitors. The views expressed by the author are personal.] Recently, the Corporation Finance Department of SEBI issued a “no-action letter” in terms of SEBI (Informal Guidance) Scheme, 2003 for proposed acquisition by the promoters/promoter group of the target company up...
Special Circumstances for Exemption from Takeover Offers
In the last few days, SEBI issued two exemption orders and one informal guidance based on requests made by acquirers not to be obligated to make mandatory open offers under the SEBI Takeover Regulations due to the existence of special circumstances. This post briefly discusses each of these situations and the rationale for SEBI’s views. Forfeiture of Shares In an application in the case of Prima...
Theorizing Companies and Shareholder Interests
The two previous issues of the Economist magazine cover different aspects of the functioning of companies and the impact they have on shareholder value and other aspects of society. One set of issues (discussed here and here) deals with the increase in activism among shareholders. While activist shareholders are making their impact felt in companies around the world, there is a question regarding...
Listing of Preference Shares and Perpetual Securities
In its board meeting yesterday, SEBI announced that it would issue a new set of regulations governing the listing of non-convertible redeemable preference shares and perpetual securities. More than a decade ago, companies used the issue of preference shares as a mode of raising capital from the public, particularly because that did not result in a dilution in equity shareholding (and consequently...
ECBs by Corporates under Investigation
Hitherto, companies that are under investigation by law enforcement agencies such as the Directorate of Enforcement are not entitled to taken on external commercial borrowings (ECBs) under the automatic route, and are required to approach the Reserve Bank of India (RBI) for approval. Through a recent circular, the RBI has relaxed such position. Now, such entities under investigation are eligible...
DGCA Guidelines for FDI in Civil Aviation Sector
The foreign direct investment (FDI) regime in the civil aviation sector has been progressively liberalized over a period of time. The latest round was effected in by the Department of Industrial Policy & Promotion, Government of India in September 2012 by which foreign airlines are now allowed to invest in the Indian civil aviation sector up to a limit of 49% under the Government approval...
Review of Insider Trading Regulations
SEBI has constituted a committee to review its regulations on insider trading. The committee is chaired by Justice N.K. Sodhi, retired Chief Justice of the Karnataka High Court and former Presiding Officer of the Securities Appellate Tribunal (SAT). The review comes two decades after SEBI’s Insider Trading Regulations were enacted in 1992. The initial decade witnessed very few investigations...
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