Schemes and the Amendment to the Takeover Regulations

Schemes of arrangement have been a favoured route for corporates to acquire shares of listed companies, given the many obvious pros of acquisitions undertaken through a court/ National Company Law Tribunal (NCLT) based scheme of arrangement. Schemes have also been used to undertake group level restructurings, a consequence of which could be the indirect transfer of shares of a listed company from one group company to another.

One of the biggest advantages of acquiring shares in, and/or control over, a listed company pursuant to a scheme of arrangement is that such an acquisition is exempt from the requirements of making a mandatory open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations), subject to certain conditions being met.
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April 2019 – Dawn of a New Era in Indian Corporate Governance?

2018 was an eventful year for the corporate governance regulatory framework in India. The Securities and Exchange Board of India (SEBI) not only approved a host of recommendations made by the Kotak Committee on Corporate Governance (Kotak Committee), but also gave these recommendations the required regulatory impetus by notifying the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Come April 1, 2019, a slew of these amendments (Amendments) will come into effect and all listed entities will be required to ensure their readiness in terms of implementation and compliance. Broadly, the Amendments have four intended targets: the board of directors, the listed company, the investors and the promoters.


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Prohibition of Insider Trading Regulations 2015 in India , Amendments

The Securities and Exchange Board of India (SEBI) ended the year with a bang by issuing a number of notifications on December 31, including the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (PIT Amendment Regulations). The PIT Amendment Regulations come into force on April 1, 2019 and will have significant impact on the manner in which listed companies and intermediaries navigate the market conduct framework.
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 Tender offers in India 2018

January to December 2018 was a more active year compared to 2017 for tender offers made under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations).

Non-banking financial companies (NBFCs) saw a particularly high number of tender offers. These included tender offers for Tourism Finance Corporation of India Limited, Pranami Credits Limited and LKP Finance Limited. But while the NBFC space may have had the greatest number of tender offers, the highest tender offers in terms of size/value were in banking (IDBI Bank Limited), healthcare (Fortis Healthcare Limited), pharmaceuticals (Merck Limited), and cable & broadband (Hathway Cable and Datacom Limited and Den Networks Limited) sectors.
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Amendments to the SEBI Delisting Regulations – A Welcome Move

Pursuant to the discussion paper on delisting of equity shares floated by the Securities and Exchange Board of India (SEBI) on July 26, 2018, SEBI has recently amended the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations) and has accordingly notified the Securities and Exchange Board of India (Delisting of Equity Shares) (Second Amendment) Regulations, 2018 (Amended Delisting Regulations) on November 14, 2018. The aim of the amendment is to plug loopholes in the delisting process considering the interests of the promoters/acquirers and public shareholders.
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Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are substantive provisions for regulating private placements by Indian companies. These provisions are, of course, in addition to applicable regulations prescribed by the Securities and Exchange Board of India (“SEBI”) for listed companies. Recently, both Section 42 and Rule 14 have undergone amendments by way of the Companies (Amendment) Act, 2017 and the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018, respectively (the “Recent Amendments”).
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On August 10, 2018, the Securities and Exchange Board of India (SEBI) published a report (Report) of the High Level Committee under the Chairmanship of Justice A. R. Dave (Retd.) (Committee). The Report has made recommendations to revamp the SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014 (Regulations).

As and when amended, this will mark the fourth avatar of the consent process, first introduced by SEBI through a circular way back in 2007 (remodelled substantially in 2012) and then reincarnated as delegated legislation in 2014. The Report has taken into account SEBI’s experience with this mechanism in the past few years as well as evolving market trends.


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Last month, the Securities Appellate Tribunal (SAT) passed an order in favour of Factorial Master Fund[1] (Factorial). This overturned the order of the SEBI Whole Time Member who had held that Factorial had contravened the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) by trading in the securities of L&T Finance Holdings Limited (LTFH), while in possession of unpublished price sensitive information (UPSI).

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From January 1, 2017 to May 31, 2018, the open offers launched under the SEBI Takeover Regulations for listed non-banking financial companies (NBFCs) constitute approximately 23.7% out of the total open offers during this period. In the calendar year 2018 (to May 31, 2018), the percentage of open offers for NBFCs out of the total open offers launched in this period is 23%, demonstrating significant interest in one particular sector in the listed space as opposed to others. As per our study, the following diagram illustrates the open offer activity from January 1, 2018 to May 31, 2018:

Open Offer Activitiy , Indian Sector Specific


Attractiveness of NBFCs

NBFCs are an important alternative source of financing. Given that banks are prohibited from funding M&A transactions, NBFCs fit in perfectly. In addition to this, that there have been few positive developments in the past couple of years that have increased the attractiveness of NBFCs. In August 2016, the Government extended the applicability[1] of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 to 196 systemically-important NBFCs to enable them to enforce security interest in relation to secured debt of Indian Rupees one crore or more.


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Morning Mumbai mist, hot coffee and the 1986 song ‘The Final Countdown’ by Europe is playing in the background – life seems blissful! And it was mostly so for the Alternative Investment Funds (AIFs) industry. As we begin the run-up to Budget 2018, we look back at the milestones crossed in 2017 and the goalposts set for 2018 – and we focus on the key hits, misses and asks of the AIF industry.

2017: Key Highlights 

  • Investment by Banks in Category II AIFs: The Reserve Bank of India (RBI) amended the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016 permitting banks to invest in Category II AIFs up to a maximum cap of 10% corpus of such AIF. With Category II AIFs constituting nearly 50% of the total number of AIFs registered with the Securities and Exchange Board of India (SEBI), this amendment sets the roadmap for channeling domestic savings into productive alternate assets and, at the same time, provides banks with the ability to earn a risk-adjusted return, thereby boosting the overall Return on Equity for its stakeholders.


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