May 2017

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) NCLT: Sanctions Future Retail Ltd.’s Composite Scheme of Arrangement, notes Regional Director’s observation on Taxation & Accounting Standard compliance, relies on undertaking & Auditor’s Certificate

(2) SEBI: Directs Company & its directors to refund money raised from ‘Public Issue’ of shares without compliance of Cos. Act & ICDR Regulations, relies on Apex Court’s Sahara ruling

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Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


April 2017

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) NCLT: Interprets ‘Any Other persons’ right to inspect Registers & Annual Returns of Private Companies, dismisses petition of person having ‘no commercial interest’

(2) SAT: Sets aside SEBI’s order under Takeover Code, holds that SEBI’s Adjudicating Office has failed to give ‘cogent’ & ‘convincing’ evidence for penalty.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


March 2017

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) NCLT: Compromise & Arrangement Scheme contemplating buy-back of shares, can be sanctioned by NCLT only if the Scheme is in compliance with Sec. 68 of Companies Act, 2013
(2) SEBI analyses the pattern of repeated allotment on frequent basis in short span, terms it as ‘tip of the iceberg’. SEBI observes avoidance of public issue norms under Companies Act.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


February 2017

Noteworthy Rulings in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

NCLT: Directs convening of shareholders’ meeting of Applicant Company, terms Composite Scheme as ‘complex’, notes CCI’s approval
SEBI: 3-years ‘pre-existing relationship’ for Promoters mandatory for claiming exemption under Reg. 10 of Takeover Code.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to ICSI or Pune Chapter of ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2017

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SAT: Target Company’s financial status is irrelevant for Promoter’s disclosures under Takeover Code, Upholds SEBI’s penalty order.
(2) HC: Restores Name of Company that was struck off by Registrar of Companies under Fast Track Exit Scheme, 2011.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SAT: MoU execution for joint-development of Target Co.’s property during Offer Period amounts to Takeover Code Violation, upholds SEBI’s penalty order.
(2) NCLT: Allows compounding application, condones delay in Annual filing of Sec. 25 Co., terms DIN & DSC generation as ‘procedural formality’.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


October 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI: Stock-trading tips and stock specific recommendations over telephone, e-mails amounts to ‘Investment Advisory’, contemplates registrations.
(2) NCLT: Directed investigation in the company for ‘glaring’ discrepancies in minutes of the meeting and tampering of corporate secretarial records.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SAT: Interprets materiality for disclosure, rules that contracts worth 65% of annual order-book a ‘price sensitive information’, upholds SEBI’s penalty order for delayed disclosures.
(2) NCLT: Rules on Directors’ participation in board meeting through video conferencing / audio visual means, Quashes board resolutions passed without Joint-MD participation.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


July 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI penalizes listed co., MD and WTD for failing to redress investor complaints. Independent Director not liable for such non-compliances, SEBI relied on independent director’s appointment letter for determining their liability.
(2) Bombay HC: Rejected defamation suit against Mr. Azim Premji for want of authority in accordance with Article of Association of Suhiksha Trading Services, Contract Act provisions are inapplicable.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


June 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI: CBI arrest of Merchant Banker’s MD/KMP in bank bribery-case impinges the ‘fit & proper’ criteria under Merchant Banker’s Regulation, Code of Conduct and SEBI (Intermediaries) Regulations .
(2) Bombay HC: Procedure relating to share transmission is applicable for ‘share transfer’ under amalgamation scheme.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


April 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI considers Facebook mutual friend status for concluding a person as ‘insider’, directs disgorgement of illegal gains.
(2) CLB: Oppression/Mismanagement petition constitutes complete court in-itself and no Arbitrator can give relief to an aggrieved party.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


February 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI: ITC’s Human Research Head not ‘officer’, therefore compliance of Insider Trading Regulations is unwarranted, disposes show cause notice.
(2) CLB: Resignation letter does not amount to board resolution, acceptance of resignation is mandatory, dismisses petition filed u/s 614 of Cos. Act, 1956.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


January 2016

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SAT:Disclosure Obligation under Reg. 8(3) of Takeover Code, 1997 is ‘continual obligation’ and ‘conditional obligation’. Disclosure ought not to be made only in change in shareholding.
(2) CLB: In Cos. Act, 2013 there is no provision for rescheduling of deposits, it has all been done away with, and ‘rescheduling of deposits’ is a history now.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


December 2015

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI : “CS is an ‘insider’ being connected with company and having access to UPSI”, SEBI orders impounding of gains from Jagran Prakashan’s Compliance Officer for violating insider trading regulations.

(2) CLB: Disclosure of outstanding amount under the head ‘deposit’ in Balance Sheet does not supersede mandatory provisions of Companies (Acceptance of Deposit) Rules, 1975. Petition dismissed, filed u/s 58(9), for repayment of deposit.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


November 2015

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI : Objective of disclosures under Takeover Code, Insider Trading Regulations & Listing Agreement are independent, the compliance cannot be substituted for each other. Penalizes select promoters for Takeover Code non-compliance.

(2) CLB: Strikes down clause in Articles of Association conferring wide & discretionary powers of allotment, restores shareholding, relies on SC’s ruling in Dale & Carrington Investment (P) Ltd.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


September 2015

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI: Prohibits Brooks Laboratories, its Senior Management from raising any further capital / dealing in securities market for 5-years, observes grave disclosure lapses in IPO document.

(2) CLB: Imposes heavy cost on former employee for filing frivolous mismanagement petition against Co., term petition as ‘abuse of law’.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


August 2015

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SEBI: Wipro’s Geography Head termed as “Officer” under Insider Trading Regulations, levies fine of Rs. 5,00,000/- for non-disclosure.

(2) CLB: Rectification of the Member’s Register is not an appropriate remedy for ‘clerical errors’ in Form-2.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.

 


July 2015

Noteworthy Ruling in Corporate Laws


Sanhita (Monthly Newsletter of Pune Chapter of ICSI)

(1) SAT: Interprets Cl. 16 of Listing Agreement; states that 30 days time-gap applies to ‘two book closures’.

(2) CLB: Members’ statutory rights under Section 397 & 398 of Companies Act, 1956 overrides the Arbitration Clause under Articles of Association of co.

Disclaimer

Article has been first published by Pune Chapter of ICSI and Copyright belongs to Pune Chapter of ICSI / ICSI. The article has been published on this portal for the benefit of the visitors. Material contained is not intended to replace appropriate professional advice required before acting on any matter. Neither Pune Chapter of ICSI nor Author is responsible for in respect of anything done or omitted to be done by person in reliance upon contents of published article.