[Vatsal Jain and Vedant Bhardwaj Singh are 3rd year B.A., LL.B. (Hons) students at Hidayatullah National Law University] On 4 May 2023, the Securities and Exchange Board of India (‘SEBI’), by way of a circular titled ‘Additional requirements for the issuers of transition bonds’ (‘Circular’) laid down certain additional compliance measures for the issuance of transition bonds to prevent the...
Shareholder Protection under IBC: A Myth or a Possibility
[Dhruv Kohli is a 4th year B.A.LLB student and Sanya Singh a 4th year B.S.W LLB student, both at Gujarat National Law University] Ever since the enactment of the Insolvency and the Bankruptcy Code, 2016 (IBC), there has been a shift in the debt resolution mechanism in India. Unlike its predecessors, the IBC is a creditor-centric legislation, which can be ascertained from the fact that once there...
Reevaluating the Independence of Credit Rating Agencies: Time for Stricter Norms?
[Akanksha Dutta is a final year student of the 3-year LLB course at Government Law College, Mumbai] Credit Rating Agencies (“CRAs”) in India play a very vital role in determining the overall financial health of a company as well as the safety of the securities issued by such companies. The assessments made by CRAs assist investors, both large and small, in evaluating the risk linked to the...
Unraveling “Materiality” in SEBI’s Consultation Paper: Legal Perspectives and Recommendations
[Shantanu Dhingra is a 3rd year law student at the National Law University Odisha] The Securities and Exchange Board of India (SEBI) on 20 February 2023 released a consultation paper focused on streamlining disclosures by listed entities, intending to strengthen compliance with the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Central to this post is the notion of...
SEBI’s Proposals to Enhance Corporate Governance by Empowering Shareholders
Over the last decade and, in particular, following the enactment of the Companies Act, 2013, the Securities and Exchange Board of India (SEBI) has been gradually and consistently strengthening the governance norms pertaining to listed companies. Among other measures, SEBI has sought to focus on two specific matters, viz., (i) enhancing transparency in corporate matters; and (ii) empowering...
Debenture Holders’ Right to Object to Material Related Party Transactions
[Vinita Nair is a Senior Partner at Vinod Kothari & Company] The Securities and Exchange Board of India (‘SEBI’) continues to tighten the regulatory regime for debt-listed entities as it aims to promote the corporate bond market. After equating debt-listed entities with outstanding value of listed non-convertible debt securities of Rs. 500 crore and above with equity-listed entities for the...
Identification of Related Parties of Subsidiaries
[Aisha Begum Ansari is a Manager at Vinod Kothari and Company] The provisions pertaining to related party transactions (RPT) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘LODR Regulations’) were substantially amended by the Securities and Exchange Board of India (SEBI) on November 9, 2021. Pursuant to the amendments, the definitions of a related party...
Supreme Court Reiterates Rectificatory Jurisdiction Under Companies Act: A Conundrum Involving NCLT and SEBI
[Anshita Dave and Abhyudaya Yadav are 5th year B.A., LL.B. (Hons.) students at Dharmashastra National Law University, Jabalpur] Recently, the Supreme Court in IFB Agro Industries Limited v. SICGIL India Limited held that the National Company Law Tribunal (“NCLT”) cannot exercise its rectificatory jurisdiction under section 59 of the Companies Act, 2013 (“the Act”) to...
Mutual Funds, Insider Trading and the Myth of Sisyphus
[Shruti Rajan is a partner at Trilegal] In Greek mythology, the gods condemned Sisyphus to an endless cycle of rolling a boulder up a hill, have it roll down and then start again. A parable of the interminable, eternal human struggle against the diktat of the gods, the fate of Sisyphus has long served as a metaphor for the repetitive and dogged demands of modern life and business. Introducing a...
Designing a Framework for Disclosures of “Market Rumors” under the LODR Regulations
[Harsh N Dudhe is a IV year student at NALSAR University of Law, Hyderabad] Much has already been said (here and here) about the pitfalls of the mandate proposed by the Securities and Exchange Board of India (SEBI) on top 250 listed companies to confirm or deny market rumors, as part of the continuous disclosure mechanism. The major criticism is that such disclosures would premature and may...
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