Rupeesh K.’s Post

The growing clout of proxy advisory firms? A Mint review of filings made by public companies to the National Stock Exchange showed that between 1 April and 27 July, large public institutions opposed at least 137 resolutions of 1,300—about one in 10—put forth by 650 companies. Each of these 137 resolutions saw at least 33% votes against the resolution, as per Mint's research. These include the continuation of Pranav Adani, Gautam Adani's nephew, as a director at Adani Wilmar Ltd; chairman Gautam Singhania at Raymond Ltd; vice chairperson Radhika Piramal at VIP Industries Ltd; and chairman Habil Khorakiwala at Wockhardt Ltd.  https://lnkd.in/gPgCt7xq

Last time we talked about which investing style is better. Or lets say which is the one that is more suitable for requirement. Lets further talk about what is Pre-IPO market? What are the rules and regulations or some point that you should keep in mind. The pre-IPO market in India refers to the stage where private companies look to raise capital before going public through an Initial Public Offering (IPO). This market enables private companies to secure funding from institutional and accredited investors prior to their stock being publicly traded. Here are some key points about the pre-IPO market in India. This happens when any company that has more than 100 shareholders can pass a Board resolution and gets its unlisted shares dematerlized with NDSL/CDSL. The journey from substantial growth in late- Stage Private/Unlisted companies to listing typically spans 6 months to 3 years. This process entails securing shareholder approval streamlining internal process, engaging merchant bankers, Filling DHRP, Obtaining SEBI approval and more. There are various types of Shares in Unlisted markets. Promoters, Share,ESOPs, Angel Investors, VC,PE,Strategic Investors, Pre-IPO,Secondary Market Shares, Convertible , Preference Shares, Warrants, Family-Oriented Business shares, Startups and small Business. How does the Taxation work in These markets? Capital Gains on the sale of unlisted shares will be classifies as LTCG if held for more than 24 months. Whereas STCG on the sale for more of unlisted shares is taxable at the applicable tax rate. LTCG on sale of unlisted shares is taxable at 20% with indexation. I still cant comprehend the fact that many people, "influencers" , people who invest and get a lot of returns in a very short time. Further link that i could find to Read it further. #CapitalMarket #StockMarket #Finance. https://lnkd.in/dS7zT9sg

Brief details: Appeal at Apex court The appellant-Jyoti Limited applied for listing of certain equity shares to the Bombay Stock Exchange whihc was declined stating "appellant had not taken in principle approval from the Stock Exchange and that the appellant had not even taken the approval of the shareholders for the allotment of the shares to the Asset Reconstruction Private Limited" The above order of the BSE rejecting the application of the appellant for the listing of shares was upheld and confirmed by the Securities Appellate Tribunal Grounds; Section 9(1) of SARFEASI Act 2002, permits RARE to take measures such as conversion of any portion of debt into shares of the borrower company. The appellant company had not proposed to increase the subscribed capital rather it is RARE that has done it, no approval of shareholders is necessary. Facts: Here it is evident that the appellant company had entered into discussion with RARE and it was agreed upon between the parties to convert part of its outstanding debts of Rs.32.80 Crore into equity shares.Resolution passed by BOD was not endorsed by shareholders of the company.application to lsit the shares was by Appellant Company and not by RARE. Accordingly, as contemplated by Section 62(1)(c) of the Companies Act, 2013, the approval of the shareholders would be mandatory before the shares are accepted for listing on the BSE. Finding of SAT that the approval of the BSE is necessary in view of Regulation 28 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is clear and we do not have a different opinion. Special resolution of the shareholders is necessary which is lacking in the instant case. This statutory appeal under Section 22 F of Securities Contracts (Regulation) Act, 1956 is devoid of merit and is dismissed.

What are the processes to be followed by the company while filling for the IPO Processes to be Followed by a Company while Filing for an IPO:- -Qualifications for Listing IPOs : Meet the eligibility criteria set by the stock exchange. -Appointment of IPO Participants: Appoint key players like merchant bankers, lawyers, and auditors. -Registration of Documents: Register documents with the Registrar of Companies (ROC) and Securities and Exchange Board of India (SEBI). -Determination of Base Price of Issue: Decide on the minimum price for the IPO shares. -Allocation of Shares: Allocate shares to investors. -Paid-up Equity Capital: Ensure paid-up equity capital is at least ₹10 crores. -Adherence to Regulatory Conditions: Comply with the Securities Contracts (Regulations) Act 1956, Companies Act 1956, and SEBI Act 1992. -Three-year Financial Track Record: Demonstrate a three-year history of financial performance. -No Disciplinary Actions: Ensure no disciplinary actions have been taken against the company in the past three years. -Draft Prospectus: File the first document with SEBI 21 days before the IPO, and address any changes specified by SEBI. -Red Herring Prospectus: Publish a prospectus with the number of shares & price bands To file for an IPO, a company must follow a series of steps and meet specific criteria, demonstrating financial strength and regulatory compliance to successfully list its shares on the stock exchange.

𝐒𝐄𝐁𝐈 𝐀𝐦𝐞𝐧𝐝𝐬 𝐃𝐞𝐥𝐢𝐬𝐭𝐢𝐧𝐠 𝐑𝐮𝐥𝐞𝐬: 𝐀 𝐆𝐚𝐦𝐞 𝐂𝐡𝐚𝐧𝐠𝐞𝐫 𝐟𝐨𝐫 𝐏𝐫𝐨𝐦𝐨𝐭𝐞𝐫𝐬 🔍 The Securities and Exchange Board of India (SEBI) has recently introduced significant amendments to its delisting regulations, enhancing the pathways for promoters to take their companies private. 𝐇𝐢𝐠𝐡𝐥𝐢𝐠𝐡𝐭𝐬: o  SEBI has introduced a fixed price framework, allowing promoters to buy back shares from the public at a minimum of 15% above the “fair price.” o  New norms specifically facilitate the delisting of investment holding companies (holdcos), requiring at least 75% of their fair value to be invested in listed companies. o  The fixed price option is available only if the shares are frequently traded, ensuring fair market practices. o  The threshold for counter offers has been lowered from 90% to 75% of public shareholders, providing more flexibility in the reverse book building (RBB) process. o  SEBI has set clear metrics for calculating the floor price, which includes recent acquisition prices and adjusted book values. 𝐖𝐡𝐲 𝐈𝐭 𝐌𝐚𝐭𝐭𝐞𝐫𝐬: ·        By providing a straightforward delisting option, promoters can now navigate the process with greater confidence and efficiency. ·        A more accessible delisting framework can enhance trading activity and investor participation. ·        The introduction of clear valuation metrics ensures that all stakeholders have a better understanding of fair pricing. ·        The new UDiFF reporting system, reducing the reporting formats from over 200 to just 23, is set to save market participants approximately ₹200 crore over five years. This simplification promotes ease of doing business and lowers operational expenses. In summary, SEBI's latest amendments not only simplify the delisting process but also signal a commitment to fostering a more robust and transparent market environment. #SEBI #Delisting #InvestmentHoldingCompanies #MarketRegulation #Finance #CorporateLaw #InvestmentStrategy https://lnkd.in/dFcjvTJi Disclaimer: The Content in this post is for informational purposes only derived from references and does not constitute any professional advice. We do not claim ownership of any data or Information referenced.

NSE's unlisted shares have doubled from Rs 900 to Rs 1,800 this year, sparking IPO excitement. Despite reapplying in August, Sebi hasn't given reasons for withholding approval. Investors, led by the People Activism Forum, have approached the Delhi High Court to push for approval, asserting that it's hindering shareholder value and public investment opportunities. Read more at : https://lnkd.in/dQpazaGN #NSE #IPO #StockMarket #Sebi #DelhiHighCourt #NSEIPO

Supreme Court Ruling: Shareholders' Approval Mandatory for Listing of Additional Shares Case: Jyoti Limited vs. BSE Limited & Anr Court: Supreme Court of India Civil Appeal No.: 4707 of 2022 Citation: 2024 INSC 992 In a significant decision, the Supreme Court has upheld the requirement for shareholder approval before equity shares can be listed on a stock exchange. Background: Jyoti Limited, the appellant, applied to list certain equity shares on the Bombay Stock Exchange (BSE). However, the application was rejected as the company failed to obtain: In-principle approval from BSE. Shareholder approval for the allotment of shares to Asset Reconstruction Private Limited (RARE). This rejection was upheld by the Securities Appellate Tribunal, prompting the appellant to approach the Supreme Court. Supreme Court’s Observations: Mandatory Shareholder Approval: The Court emphasized that the conversion of debt into equity shares was initiated by Jyoti Limited through an agreement with RARE. A resolution dated May 2, 2018, by the Board of Directors of Jyoti Limited approved this conversion, increasing the company’s equity capital. Section 62(1)(c) of the Companies Act, 2013 mandates shareholder approval via a special resolution for such actions. The absence of this approval rendered the application non-compliant. Approval from BSE: The Court concurred with the Securities Appellate Tribunal's findings that approval from BSE was essential under Regulation 28 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Ruling: The Apex Court affirmed the decisions of BSE and the Securities Appellate Tribunal, holding that the application for listing lacked compliance with both statutory and regulatory requirements. Key Takeaway: This judgment reinforces the importance of adhering to corporate governance norms and shareholder rights, particularly under Section 62(1)(c) of the Companies Act, 2013. Shareholder approval is a cornerstone for actions impacting equity structure, and regulatory approvals remain non-negotiable. #CorporateGovernance #SupremeCourt #SEBI #CompaniesAct #ShareholdersRights

Its Securities Saturday! Welcome to our saturday legal update. India’s IPO market reached new heights in 2024, with 91 companies raising a record-breaking ₹1.6 trillion ($18.5 billion). This growth underscores the confidence of businesses and investors in the nation’s capital markets. Amid this surge, SEBI Chairperson Madhabi Puri Buch highlighted several transformative initiatives at the AIBI Annual Convention 2024-25: 1) ‘When-Listed’ Securities Trading: SEBI is exploring a groundbreaking framework to allow trading of IPO shares between the close of an IPO and their official listing. This regulated platform will eliminate unregulated curb trading, enhance liquidity, and ensure better price discovery during the interim period. 2) Transparency in IPO Disclosures: While SEBI does not interfere in IPO pricing, its focus remains on empowering investors with comprehensive and clear disclosures. Ensuring that investors have sufficient data fosters trust and informed decision-making. 3) Special Focus on Non-Profitable Companies: Addressing concerns about disclosures for start-ups and growth-stage businesses, SEBI is reviewing guidelines for reporting key performance indicators (KPIs). Two working groups are working to strike a balance between detailed, meaningful information and avoiding data overload. These forward-looking reforms reflect SEBI’s commitment to creating a transparent, efficient, and inclusive capital market ecosystem. By regulating evolving market dynamics and aligning with global best practices, India continues to solidify its position as a leading destination for investments. What are your thoughts on these initiatives? Let’s discuss in the comments. #securites #securiteslaw #lawandbehold #sebi #securitesappellatetribunal #law #shares #stockmarket #stock #capitalmarkets #ipo

In a welcome move, Securities and Exchange Board of India (SEBI) has backtracked on its advisory asking that special rights of PE investors be extinguished before filing the updated draft red herring prospectus (UDRHP), which I had criticized in my previous post. According to me abrupt removal of #PE Rights in any company would have been detrimental to the interests of not just PE investors, but also other stakeholders who rely on top PE players to install #transparency and good #governance. Negotiating these rights takes a lot of effort, and their sudden removal could have led to complex litigation, especially with errant promoters who are keen to see PE investors less involved. An email sent by SEBI to bankers on Monday indicates that paragraph 13 of the earlier advisory will be modified based on industry feedback and now reads: “All special rights granted to shareholders under AoA, SHA or through any arrangement or agreement shall lapse on the date of listing.” The regulator’s 31-point advisory, sent out a few weeks ago, had initially asked bankers to ensure that any special rights under Articles of Association or shareholder’s agreements be cancelled before the UDRHP. SEBI has now revised this directive, allowing special rights to continue until actual listing. Until a few months ago, such rights were cancelled only post-listing so that all non-promoter shareholders have equal rights once the company is listed. Recently, however, SEBI had insisted on cancelling these rights before filing the red herring prospectus, which could have caused shareholders, including PE players, to forfeit their special rights if the IPO did not proceed. If the IPO did not materialize, reinstating these special rights would have been difficult and left to the discretion of the company, or as I said potentially benefiting unscrupulous promoters who may have been happy to litigate with the PE Players on this front. It's high time we recognize the importance of PE investments in India. Regulators need to go a step further and create a separate regulatory framework for PE investors, encouraging them to bring industry domain expertise, greater transparency, good governance, and best management practices to investee companies. Once again, thanks to SEBI for this timely course correction. #SEBI #PrivateEquity #CorporateGovernance #IPO #Investment #Transparency #GoodGovernance #Regulation #corporatecounsel #inhousecounsel #investmentbankers

India’s Stock Market: Key Trends and Investment Insights for 2024 The Indian stock market is buzzing with activity as investors gear up for a promising 2024. With the Sensex and Nifty 50 scaling new highs, the markets are driven by robust corporate earnings, increased foreign institutional investment (FII), and a resilient Indian economy. Sectors like technology, renewable energy, pharma, and financial services are emerging as key areas of growth, offering lucrative opportunities for investors. Experts suggest that the Indian equity market will remain bullish, supported by a strong GDP growth forecast of 6.5% for the upcoming fiscal year. Trending Keywords: Indian stock market, Sensex highs, Nifty 50 trends, foreign institutional investment, bullish equity market, GDP growth India, sectoral growth Hashtags: #StockMarketIndia #SensexRally #Nifty50 #BullishMarket #InvestmentTrends The growing participation of retail investors is another game-changer. Platforms like Zerodha, Upstox, and Groww have made stock trading accessible to millions, leading to a surge in demat account openings. Systematic Investment Plans (SIPs) in mutual funds are also witnessing record inflows, with over ₹15,000 crore invested monthly. Retail investors are diversifying into mid-cap and small-cap stocks, which have delivered impressive returns over the past year. Trending Keywords: retail investors in India, demat account growth, SIP inflows, mid-cap stocks, small-cap returns, investment platforms India Hashtags: #RetailInvestors #MutualFundsIndia #SIPInvestments #MidCapGains #SmallCapStocks As the market embraces sustainable investing, companies focusing on environmental, social, and governance (ESG) principles are attracting significant capital. The launch of multiple ESG funds reflects the rising awareness among investors about ethical and sustainable practices. Additionally, the upcoming Initial Public Offerings (IPOs) of several high-profile startups in fintech, e-commerce, and green energy are expected to boost market sentiment further. Trending Keywords: sustainable investing, ESG funds India, ethical investing, upcoming IPOs, fintech IPOs, green energy startups Hashtags: #SustainableInvesting #ESGIndia #UpcomingIPOs #GreenEnergyInvestments #FintechGrowth For seasoned investors and beginners alike, experts recommend focusing on long-term investments, diversified portfolios, and staying updated on global market trends that could impact the Indian market. For more stock market insights and financial updates, visit our website at LexCliq. Message JOIN at our OFFICIAL HELPLINE AND WHATSAPP NUMBER +91-9051112233 for regular updates on similar Posts or visit our website https://www.lexcliq.com/.