TagSEBI

Demystifying ‘Board Inter-locks’ under SEBI’s Amended Listing Regulations

[Gaurav Pingle is a practising Company Secretary in Pune and can be reached at [email protected]] Introduction On June 2 2017, the Securities and Exchange Board of India (‘SEBI’) constituted a committee under the chairmanship of Mr. Uday Kotak for improving the standards of corporate governance of listed companies in India. On October 5, 2017, Kotak Committee submitted its report to SEBI. The...

SEBI Informal Guidance on Foreign Portfolio Investments in Unlisted Non-Convertible Debentures

[Kosha Thaker is a corporate lawyer with a law firm in Mumbai] Background Earlier, registered foreign portfolio investors (“FPIs”) were permitted to invest only in listed non-convertible debentures (“NCDs”) or to-be listed non-convertible debentures (i.e. if the NCDs were listed within a period of 15 days from such investment). There was, however, a special carve out for FPIs investing in...

Investment by FPIs in Securitised Debt Instruments

[Anita Baid is a Senior Manager at Vinod Kothari Consultants P. Ltd] Investments by foreign portfolio investors (FPIs) in unlisted debentures and securitised debt instruments (SDIs) issued by Indian companies was allowed pursuant to a notification dated 27 February, 2017 issued by the Securities and Exchange Board of India (SEBI). Earlier in November, 2016, the Reserve Bank of India (RBI) had...

SEBI Informal Guidance: Investment Banking for State-Owned Enterprises

In order to avoid potential conflicts of interest, the various regulations issued by the Securities and Exchange Board of India (“SEBI”) provide that merchant banks cannot act in transactions involving their “associates”. This is so in public offerings, takeovers, buybacks, delisting offers and similar transactions that mandate the requirement for a SEBI-registered merchant banker. In case the...

Disclosure Requirements Under the Insolvency and Bankruptcy Code: SEBI’s Proposed Amendments

[Mallika Sen is a 2nd year B.A. LL.B. (Hons.) student at the National Law School of India University, Bangalore and Rudresh Mandal is a 3rd year B.A. LL.B. (Hons.) student at the NALSAR University of Law, Hyderabad. Introduction On March 28, 2018, the Securities and Exchange Board of India (‘SEBI’) released a discussion paper on compliance with SEBI regulations by listed entities undergoing the...

The Quest for a Balanced Board Structure: Separating the Chair and CEO Roles

[Kirti Sharma is a Manager with Vinod Kothari Consultants] Background The Securities and Exchange Board of India in its board meeting held on 28 March 2018 accepted some of the recommendations of the Uday Kotak Committee on Corporate Governance. One such accepted recommendation related to the separation of the role of chairperson and managing director (MD)/ chief executive officer (CEO) for top...

SEBI Mandates Dematerialisation of Securities

[Nikita Snehil is a Manager at Vinod Kothari & Co, and can be reached at [email protected]] In its meeting held on March 28, 2018, the Securities and Exchange Board of India (‘SEBI’) has decided to amend regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), which deals with transfer or transmission or transposition of...

SEBI Regulation on Phantom Stock Options

[Dhruv Somayajula is a BA, LLB (Hons) student at NALSAR University of Law, Hyderabad] Introduction To minimize attrition of employees that are indispensable to its operation, companies offer financial incentives such as stock options.  Stock appreciation rights (‘SARs’) are one such kind of stock options that create a right to the increment in value of the corporation’s stock over a...

WhatsApp Leak Case: Powers of SEBI vs Privacy of Individuals

[Nandini Garg is a 4th year B.A., LL.B. (Hons.) student at National Law Institute University in Bhopal] In November, 2017, Reuters reported that the second quarter earnings of 12 companies, including popular blue chips such as Dr. Reddy’s, Cipla, Tata Steel etc., were being circulated on private WhatsApp groups. This prompted the Securities and Exchange Board of India (“SEBI”) to...

Qualified Institutional Placements: SEBI Settles the Dust

[Shubham Sancheti is a 4th Year B.A., LL.B. (Hons.) student at NALSAR University of Law, Hyderabad] The Securities and Exchange Board of India [“SEBI”] omitted clause (c) under Regulation 82 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 [“Regulations”] by way of a recent amendment [“Amendment”]. The provision falls in Chapter VIII of the Regulations which deals with...

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