TagCompanies Act

Director Liability: Nexus with Role and not Position

[Pammy Jaiswal is a Partner at Vinod Kothari and Company, and can be reached at [email protected]] While there have been an increasing number of rulings on the liability of directors, the question that mostly came up for examination related to their involvement in the day-to-day operations of the company. The liability of non-executive directors has mostly been scanned to evaluate their...

Mergers or Demergers involving Listed Transferor Companies and Unlisted Transferee Companies

[Aishwarya Singh is a lawyer based in Mumbai. The views expressed in the article are personal.] This post discusses the regulatory framework relating to mergers or demergers involving a listed company and an unlisted company, wherein the whole or part of the undertaking, property or liabilities of a listed company, being the transferor company, are transferred to an unlisted company, i.e., the...

MCA Clarifies “Appointed Date” in Schemes of Arrangement

In schemes of arrangement, whether by way of a merger, demerger or other form of corporate restructuring, the timing of when the transaction takes effect becomes important. It is from such a date that the financial statements of the companies involved will reflect the effect of the transaction. Given that the transaction may be completed anytime during the course of a financial year, parties have...

Highlights of Companies (Amendment) Bill, 2019

[Vinod Kothari is a corporate and insolvency practitioner at Vinod Kothari & Co and can be reached at [email protected]] The Companies (Amendment) Bill, 2019 has been placed before the Parliament on 25 July 2019. While the Bill, 2019 is largely to enact into parliamentary law the provisions already promulgated by way of Presidential Ordinance, the Bill also brings some interesting...

Financial Statements of Foreign Subsidiaries of Indian Listed Companies

Corporate group structures are common among Indian listed companies which hold shares in subsidiaries both in India and other countries around the world. Due to differences in financial reporting requirements in all jurisdictions where the corporate group is present, the Companies Act as well as regulations issued by the Securities and Exchange Board of India (SEBI) have sought to harmonize such...

Concept of Retiring Auditors under the Companies Act, 2013

[Munmi Phukon is a Principal Manager at Vinod Kothari & Company, and can be reached at [email protected]] Five years since the implementation of the Companies Act, 2013 (CA 2013), a common agenda pertaining to appointment/ reappointment of statutory auditors is going to be placed before the shareholders in the ensuing annual general meetings of most of the companies. Since the scheme of...

The Enforceability of Investor Rights in Indian Private Equity

[Arjya B. Majumdar is an Associate Professor at Jindal Global Law School] Globally, private equity (PE) and venture capital funds are among the primary factors supporting entrepreneurship and furthering growth in companies. These investments are ordinarily made in exchange against some form of minority shareholding in the investee company, such as equity shares or convertible preference shares or...

Electoral Bond Scheme, 2018: A Company Law Perspective

[Abhinav Sankaranarayanan and Saurav Rajurkar are IV year students at the West Bengal National University of Juridical Sciences, Kolkata] Background The Electoral Bond Scheme, 2018 made headlines recently after the Supreme Court of India finally began hearing the matter and passed an interim order requiring political parties to submit the details of funds procured through electoral bonds to the...

Supreme Court on the Relationship between Insolvency and Winding-up Proceedings

[Akhil Kumar is a Fourth Year BA LLB (Hons.) student and Ayushi Singh a Third Year BA LLB (Hons.) student at NUALS, Kochi] The Insolvency and Bankruptcy Code, 2016 has amended several provisions of the Companies Act, 2013 through the eleventh schedule of the Code. This has, on a few occasions, led to several uncertainties regarding the application of the amended provisions to various company...

SEBI Consults on Shares with Differential Voting Rights

Dual class share (DCS) structures are becoming more popular around the world. While they have been existent in several companies in the United States (US) for some decades now, they were accompanied sometimes by a sense of unease among investors and regulators due to the disparity they create between economic rights (level of ownership) of shareholders and their control rights (voting). Since the...

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