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SEBI prescribes thresholds for determining material events, stringent approval for sale of undertaking and more
/0 Comments/in Companies Act 2013, Corporate Laws, LODR, SEBI /by Staff– Sharon Pinto and Shreya Salampuria | corplaw@vinodkothari.com
Keeping in view of the significance of the amendments, we are conducting a workshop on the same. Details can be accessed here – https://vinodkothari.com/2023/06/workshop-on-sebi-lodr-2nd-amendment-regulations-2023/ |
Also read our detailed article on –
Stricter framework for sale, lease or disposal of undertaking by a listed entity
/1 Comment/in Amendments to the Companies Act 2013, Companies Act 2013, Corporate Laws, LODR, MCA, SEBI /by Nitu Poddar– Nitu Poddar | corplaw@vinodkothari.com
Reg 37A of Listing Regulations requires additional voting and disclosure requirements
Keeping in view of the significance of the amendments, we are conducting a workshop on the same. Details can be accessed at – https://vinodkothari.com/2023/06/workshop-on-sebi-lodr-2nd-amendment-regulations-2023/ |
The article was also published by IndiaCorpLaw and can be viewed here |
Disposal of an undertaking (whole or substantially the whole) can be done either as part of a scheme of arrangement or otherwise by way of slump sale / business transfer agreement (‘BTA’). Disposal, other than by way of scheme of arrangement, have so far been regulated as per section 180(1)(a) of the Companies Act, 2013 (‘Act’) which requires approval of the shareholders by way of special resolution. SEBI has prescribed approval requirement in this regard by way of introduction of regulation 37A vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 (‘Amendment Regulations’) effective from June 14, 2023 that requires listed entities to follow a stricter regime for disposal of undertaking inter alia mandating approval from majority of the public shareholders who are not interested in the transaction, disclosure of the object, commercial rationale and use of proceeds arising from such transaction. While there is an exemption provided in case of transactions with a wholly owned subsidiary (WOS), the approval regime will apply in case of disposal of undertaking by such WOS or any reduction in shareholding in the WOS subsequent to transfer of the undertaking.
The said amendment is based on the Consultation Paper rolled by SEBI on February 21, 2023. Apart from incorporating the provisions proposed in this regard in the Consultation Paper, the amendment has introduced new provisions as well. Provision with respect to seeking approval from the shareholders of the listed entity in case a WOS is used as a conduit for transfer in undertaking is a new requirement brought in through the amendment.
Read more →SEBI proposes to give more teeth to minority shareholders
/0 Comments/in Corporate Laws, LODR, SEBI /by Staff– Ajay Ramanathan, Executive | ajay@vinodkothari.com
Schemes of Arrangements by Debt listed entities to undergo stock exchange pre-scrutiny
/0 Comments/in Corporate Laws, SEBI /by Neha Malu– Neha Malu, Senior Executive | corplaw@vinodkothari.com
SEBI LODR amendments: Minority say in independent directors, added regulations for debt issuers
/0 Comments/in Corporate Laws, LODR, NCS, SEBI /by StaffPammy Jaiswal | Partner | Vinod Kothari and Company (pammy@vinodkothari.com)
Background
Following the various recommendations provided by the Primary market Advisory Committee (PMAC), SEBI in its board meeting held on 30th September, 2022 discussed several proposals including the agenda to review the process for independent directors’ (IDs) appointment, re-appointment or removal, introducing the need to appoint a monitoring agency for overseeing the utilisation of the issues proceeds from the preferential issue and the qualified institutional placements (‘QIP’), requirement of obtaining NoC from SEBI for schemes of arrangement involving such companies which have listed their Non-Convertible Securities (‘NCS’) and several other changes dealing with disclosures and financial results for NCS listed entities. Our snippet covering the aforesaid board decisions may be viewed here.
These proposals have been notified, as the SEBI Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 (LODR 6th Amendment Regulations) have come into effect vide Notification dated 14th November, 2022 (‘Effective Date’). Our snippet covering the amendments may be viewed here.
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