Tag: Company Law
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Companies Bill, 2011
The Companies Bill, 2011 was introduced in the Lok Sabha today. A copy is available through the PRS Legislative Research website. A cursory review of the Bill suggests that there are a number of changes from the Companies Bill, 2009, which was expected considering the level of detailed examination undertaken by the Parliamentary Standing Committee…
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The Proviso, Public Interest and Section 391
In Re Subhiksha Trading Services Ltd [161 CompCas 454], a single judge of the Madras High Court has considered a number of important questions relating to the role of the Company Court in sanctioning a scheme of arrangement or amalgamation under sections 391-4 of the Companies Act. Subhiksha Trading Services Ltd. [“STS”], the transferor company,…
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Priority of Dues in Winding Up of Companies
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Lifting the Veil: Is ‘Fraud’ Necessary?
The sanctity of the corporate veil is among the most important pillars of certainty in commercial law today. English Courts, we have seen earlier, have given great respect to independent personality, refusing to lift the veil on grounds of economic ‘reality’ such as “single economic entity”, or subjective notions such as “public interest”. This tendency…
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Manchester United and the Dual Class Share Structure
The financial press is abuzz with Manchester United’s possible listing on Singapore’s stock exchange (SGX) with a dual class share structure. For example, the Financial Times notes: Manchester United football club’s $1bn initial public offering in Singapore will use a two-tier share structure that will minimise the influence of outside shareholders over the US-based Glazer…
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Hybrid Companies and Restrictions on Transferability
We have previously discussed at length the law on the scope of s. 111A(2) of the Companies Act, 1956 [“CA 1956”]. In its recent judgment in Jer Rutton Kavasmanek v Gharda Chemicals, the Bombay High Court has considered this issue, as well as another controversial area in Indian company law – whether “public” and “private”…
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Enforceability of Put and Call Options in India
I have posted a working paper tentatively titled Investment Agreements in India: Is There an ‘Option’?, the abstract of which is as follows: Put and call options are ubiquitous in modern investment agreements, such as those involving joint ventures as well as private equity and venture capital investments. The enforceability of put and call options…
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Simplified Procedures under Company Law
In a string of circulars issued over the last week or so, the Ministry of Corporate Affairs (MCA) has sought to streamline various procedures under the Companies Act so that they can be completed in an efficient and timely manner. These include: – Online incorporation of companies within 24 hours. This would be significant as…
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SEBI’s Further Order in the Sahara Case
SEBI yesterday issued a detailed and well-reasoned order in the case involving the offering of optionally fully convertible debentures (OFCDs) by two Sahara companies. It found that the Sahara companies had offered OFCDs to millions of investors in the garb of a ‘private offering” without complying with the requirements applicable to a public offering of securities.…
