Infrastructure Investment Trusts Last last year, we had discussed the SEBI Consultation Paper on Infrastructure Investment Trusts. While the move towards the establishment of infrastucture investment trusts (InvITs) was welcome, certain issues such as tax treatment remained to be ironed out. Now that the tax treatment has been addressed in the Budget 2014, SEBI has published a draft of the SEBI...
“Inversion” Takeovers
Standard treatises on mergers & acquisitions (M&A) contain the usual benefits or rationale for why a company would take over another. These include growth, size, synergies, and so on. One of the significant benefits of takeovers could also be tax synergies such as setting off the losses of one company against the losses of another. Similar benefits may be available with respect to...
Paper on CSR in China and India
Professors Afra Afsharipour and Shruti Rana have a new paper titled The Emergence of New Corporate Social Responsibility Regimes in China and India, which is now available on SSRN. The abstract is as follows: In an era of financial crises, widening income disparities, and environmental and other calamities linked to corporations, calls for greater corporate social responsibility (“CSR”) are...
Legislative & Regulatory Initiatives in Corporate Governance
Prof. N. Balasubramanian has a new research paper titled Strengthening Corporate Governance in India: A Review of Legislative and Regulatory Initiatives in 2013-2014 that is available on SSRN. The abstract is as follows: The passing of the long awaited Companies Act in 2013 is probably the single most important development in India’s history of corporate legislation, next only to the monumental...
Briefing on Corporate Social Responsibility
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled Corporate Social Responsibility Under Companies Act, 2013 authored by Prof. Subrata Sarkar. The executive summary is as follows: The newly enacted Companies Act, 2013 and the Rules notified thereunder makes it statutory for all companies above a certain size to spend 2 percent of...
Guest Post: MCA Circular on Related Party Transactions
[The following post is contributed by Vinod Kothari and Shampita Das of Vinod Kothari & Co. They can be contacted at [email protected] and [email protected] respectively] The Ministry of Corporate Affairs (MCA) drives what corporate India will do, or will not do, or will do with rudders and rigours, under the new Companies Act 2013. It was the 30th of the Circulars issued under...
SEBI Order in the Satyam Case
Facts and Sanctions Yesterday, more than five years after the Satyam ex-chairman’s much talked about revelations, SEBI passed an order in the case against five individuals, being the ex-chairman, ex-managing director, ex-Chief Financial Officer, ex-Vice President Finance and ex-Head (Internal Audit). In the 65-page order, SEBI considers the various acts of these individuals in detail that include...
RBI Reforms on Investment Instruments and Pricing
The Reserve Bank of India (RBI) has recently brought about two sets of related reforms that introduce much greater flexibility to foreign investors in investing in Indian companies that gets rid of some of the rigidity that hitherto existed. In terms of investment instruments, the RBI has permitted investment in partly paid shares and warrants. Additionally, it has also relaxed the pricing...
Retrospective Tax Legislation and ‘Small Repairs’
The Vodafone case—which, of course, is yet to be finally resolved—has triggered a debate in India about the legality and propriety of retrospective tax legislation. Much has been said about the latter but not very much about the former. One issue that is often contested in relation to legality is whether the retrospective amendment is ‘clarificatory’. The reason this is important is not so much...
Guest Post: Disclosure of Shareholding & Insider Trading Regulations
[The following post is contributed by Yogesh Chande, Associate Partner, Economic Laws Practice. Views are personal] In an order passed by the SEBI Adjudicating Officer against an employee (Noticee) of a listed company, it was held that the “Head of Human Resources” of a particular vertical of the company is also an “officer” within the meaning of the definition of section 2(30) of the Companies...
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