The Securities and Exchange Board of India (SEBI) has amended the
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, to provide an exit
opportunity to dissenting shareholders (being at least 10% of the
shareholders who voted in the general meeting), who have voted
against a resolution for a change in objects or variation in terms
of a contract, referred to in the prospectus. Also, the amount to
be utilized for the objects for which the prospectus was issued
should be less than 75% of the amount raised (including the amount
earmarked for general corporate purposes as disclosed in the offer
document). Such an exit offer is to be made by the promoters or
shareholders in control in control of an issuer making an offer of
specified securities. To this end, SEBI has also amended the
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2016, to exclude an acquisition
of shares or voting rights of a company under the exit route to
IRDAI clarifies IRDAI
(Registration of Corporate Agents) Regulations,
The Insurance Regulatory Development Authority of India (IRDAI) has
clarified certain provisions of the IRDAI (Registration of
Corporation Agents) Regulations, 2015. In terms of regulation
7(2)(g) of the Regulations, the IRDAI has to check whether the
principal officer/director(s)/partner(s)/specified persons is/are
"fit and proper" based (separately for each person) based
on the criteria specified in Annexure I of the Regulations. Among
other clarifications, it has been clarified that independent and
nominee directors are exempted from the "fit and proper"
criteria while considering an application for grant of registration
as a corporate agent.
It has also been clarified that listed companies, banks and
non-banking financial companies are exempted from submitting
details of infrastructure along with supporting evidence thereof
(for example, title deeds/lease agreement with regard to office
space, equipment, etc.) to the IRDAI. However, all such documents
have to be preserved at the head/registered offices of such
entities, and should be made available during inspection by the
Amendments to Foreign
Exchange Management (Transfer or Issue ofSecurity by a Person Resident outside India)
Amendments have been made to the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2002, which deals with foreign direct investment (FDI)
in India. The amendments are mostly conforming changes, to reflect
changes already made to the FDI Policy in November 2015, with
effect from May 2015 (refer our December 8, 2015 newsletter). For
example, clarifying "ownership and control" with respect
to LLPs, clarifying downstream investment by LLPs, and taking
cognizance of applicable provisions of the Companies Act, 2013) and
the definition of the term "manufacture".
Mergers & Acquisitions:
approves Sistema Shyam's merger into Reliance
Reliance Communications Limited in a letter to the BSE Limited and the National
Stock Exchange of India Limited, has announced that the Competition
Commission of India has approved the transfer of the
telecommunications undertaking of Sistema Shyam Teleservices
Limited to Reliance Communications Limited. The transaction is
reportedly valued at Rs. 5,000 crore (approximately $730 million),
involving both a share-swap and payment towards spectrum.
DoT allows sharing of
telecom equipment amongst operators
The Department of Telecommunications ("DoT") has recently
amended the Unified License Agreement to allow sharing of active
infrastructure (antenna, feeder cable, Node B, radio access network
and transmission system), amongst service providers. This is
expected to save costs for network operators. It may be noted that
the DoT had earlier in 2015 notified guidelines for spectrum
sharing and trading.
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about your specific circumstances.
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