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September 2017

Corporate Amicus: June 2017

Article

Recent Rulings on ‘Offer Period’ under Takeover Regulations

Public offer in relation to acquisition of shares and takeover of public companies in India is governed by a self-contained code enshrined in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Article in this issue of Corporate Amicus discusses few recent rulings on ‘open offers’ which have brought to fore the duties and obligations cast on potential acquirer and target company during commencement, subsistence, and conclusion of an open offer. The Supreme Court has interpreted the nature of ‘Memorandum of Understanding’ for the purposes of identifying the date of commencement of offer period, while the SAT interpreted the scope of MoU for identifying certain actions of the target company. In another case the Court has held that an open offer made by an acquirer may only be withdrawn by it on the limited grounds specified under the 2011 Regulations…

 

Notifications & Circulars

  • SEBI partially modifies provisions relating to disclosure of executive remuneration applicable to mutual funds, asset management companies, trustee companies and board of trustees of mutual funds
  • SEBI directs certain intermediaries to operationalize process of registration through a fully online mechanism
  • SEBI Board decides on Instant Access Facility (IAF) and use of e-wallets in Mutual Funds; amendments in Stock Exchanges and Clearing Corporations Regulations; inclusion of certain NBFCs in category of QIBs; monitoring of utilization of issue proceeds; merger of equity markets and commodity derivatives markets; and many other issues
  • Banking Regulation (Amendment) Ordinance, 2017 promulgated to allow Central Government to authorize RBI for directing banking companies to initiate insolvency resolution process under Insolvency and Bankruptcy Code, 2016
  • Minimum Net Owned Fund for asset reconstruction companies enhanced
  • Timeline for stressed assets resolution – RBI Circular takes note of delay in implementation of corrective action plan and provides certain measures
  • NEFT – RBI asks banks to facilitate additional settlements at half-hour intervals
  • Voluntary liquidation and bankruptcy provisions of Insolvency and Bankruptcy Code, 2016 notified
  • Companies (Acceptance of Deposits) Amendment Rules, 2017 notified - Any amount received by company from Infrastructure Investment Trust registered with SEBI not to be considered as “deposit” under Companies Act
  • IRDAI (Insurance Web Aggregators) Regulations, 2017 and IRDAI (Outsourcing of Activities by Indian Insurers) Regulations, 2017 notified
  • RERA - Operative provisions of Real Estate (Regulation and Development) Act, 2016 effective from 1-5-2017
  • Employee’s Compensation (Amendment) Act, 2017 notified

 

Ratio decidendi

  • Corporate insolvency resolution process – NCLT clarifies scope of ‘operational debt’
  • Pendency of winding up petition cannot bar initiation of corporate insolvency process if no order passed or liquidator not appointed – NCLT
  • Corporate insolvency resolution proceedings can be initiated for dishonour of post-dated cheques issued by a corporate person – NCLT

 

June, 2017/Issue-69 June, 2017/Issue-69

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