Shivam Shukla’s Post

𝐁𝐨𝐦𝐛𝐚𝐲 𝐇𝐢𝐠𝐡 𝐂𝐨𝐮𝐫𝐭 𝐔𝐩𝐡𝐨𝐥𝐝𝐬 𝐒𝐄𝐁𝐈 𝐃𝐞𝐥𝐢𝐬𝐭𝐢𝐧𝐠 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧𝐬 The Bombay High Court recently dismissed the writ petition in Harsh Mehta v. SEBI & Ors., which challenged the constitutional validity of Section 3(2)(b)(i) of the SEBI (Delisting of Equity Shares) Regulations, 2021. The petitioner argued that the exemption allowing companies undergoing CIRP with an accepted resolution plan to bypass SEBI’s delisting regulations violated investor rights, citing instances of share devaluation in cases like Reliance Capital Limited (RCL). The Court held that the petitioner, being aware of RCL’s insolvency proceedings at the time of purchasing shares, was not in a position to challenge the regulation. It further underscored that the Insolvency and Bankruptcy Code (IBC) overrides other regulations, including SEBI’s Delisting Regulations, and highlighted the petitioner’s failure to pursue available alternative remedies. By upholding the regulation’s constitutional validity, the Court reaffirmed the importance of maintaining the corporate restructuring process. Mansukhlal Hiralal & Co., led by Mr. Bhushan Shah, successfully represented Securities and Exchange Board of India (SEBI) in this matter. #sebi #bombayhighcourt #delistingregulations #ibc #legalupdate #cirp

"What Legal Risks Should Be Considered in Equity Investments?" A common question: "What are the key legal risks in equity investing in India?" Answer: ⚖️ Regulatory Compliance: Equity investments are subject to SEBI regulations, which mandate disclosures and ensure transparency in the trading process. Non-compliance with these regulations could result in fines or penalties. 📜 Misleading Information: Sometimes companies provide inaccurate financial or operational data. Always perform thorough due diligence and rely on credible sources to assess the health of the company. 💼 Market Manipulation: The equity market is prone to price manipulation, including pump-and-dump schemes. Stay vigilant and trade on regulated platforms to avoid falling prey to fraudulent activities. 🔐 Insider Trading: Buying or selling stocks based on confidential, non-public information is illegal. Familiarize yourself with insider trading laws to avoid penalties or legal trouble. 💡 Tax Implications: Capital gains tax applies to profits earned from equity investments. Ensure proper reporting and calculation of taxes on short-term and long-term capital gains. Key Takeaways: Follow SEBI regulations ⚖️ Perform due diligence on companies 📜 Trade on regulated platforms 💼 Avoid engaging in insider trading 🔐 Report capital gains tax accurately 💡 --- Need legal advice on equity investments? Our team helps ensure compliance, minimizes risks, and supports you in making secure investment choices. 📞 Contact: +91-9051112233 💻 Website: https://zurl.co/yuzVP #EquityInvestments #SEBICompliance #MarketRisks #InsiderTrading #DueDiligence #CapitalGainsTax #LexCliq #LegalInvesting

We are delighted to present the 𝐒𝐞𝐩𝐭𝐞𝐦𝐛𝐞𝐫 𝟐𝟎𝟐𝟒 𝐞𝐝𝐢𝐭𝐢𝐨𝐧 of our newsletter, covering essential legal and regulatory updates in India. This edition highlights: • 𝐀𝐫𝐛𝐢𝐭𝐫𝐚𝐭𝐢𝐨𝐧 𝐑𝐮𝐥𝐢𝐧𝐠𝐬: Key High Court decisions clarifying arbitration clauses and jurisdictional issues, promoting timely dispute resolution. • 𝐂𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐋𝐚𝐰 𝐔𝐩𝐝𝐚𝐭𝐞𝐬: MCA's amendments impacting cross-border mergers and leaseback accounting under Indian Accounting Standards (Ind AS) 116. • 𝐈𝐁𝐂 𝐃𝐞𝐯𝐞𝐥𝐨𝐩𝐦𝐞𝐧𝐭𝐬: NCLAT's latest rulings on moratoriums and liquidation claims, shaping insolvency practices. • 𝐒𝐄𝐁𝐈 𝐑𝐞𝐟𝐨𝐫𝐦𝐬: Strengthened governance with shareholder participation in Public Interest Director appointments and expanded mutual fund participation in CDS. Additionally, explore our featured article titled, 𝐂𝐡𝐚𝐥𝐥𝐞𝐧𝐠𝐞𝐬 𝐚𝐧𝐝 𝐂𝐨𝐧𝐬𝐞𝐪𝐮𝐞𝐧𝐜𝐞𝐬: 𝐈𝐧𝐝𝐢𝐚'𝐬 𝐬𝐭𝐫𝐮𝐠𝐠𝐥𝐞 𝐰𝐢𝐭𝐡 𝐄-𝐂𝐢𝐠𝐚𝐫𝐞𝐭𝐭𝐞 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧, which analyzes the difficulties arising from the 2019 ban. 𝐃𝐨𝐰𝐧𝐥𝐨𝐚𝐝 𝐭𝐡𝐞 𝐟𝐮𝐥𝐥 𝐧𝐞𝐰𝐬𝐥𝐞𝐭𝐭𝐞𝐫 𝐟𝐨𝐫 𝐚 𝐜𝐨𝐦𝐩𝐫𝐞𝐡𝐞𝐧𝐬𝐢𝐯𝐞 𝐚𝐧𝐚𝐥𝐲𝐬𝐢𝐬! #legalnewsletter #septemberversion #legalupdates #regulatoryupdates #disputeresolution #IBCdevelopments #corporatelaw #legalreforms

📰 Supreme Court Ruling: A Milestone in Corporate GovernanceIn a landmark judgment, the Supreme Court of India has reinforced the critical role of shareholder approval in listing debt-to-equity converted shares on stock exchanges. Our latest blog dives deep into the Jyoti Ltd. v. BSE Ltd. & Anr. case, exploring how this decision intertwines corporate governance, regulatory compliance, and financial restructuring.  Today's blog unpacks the Court’s emphasis on shareholder rights and regulatory adherence and the implications for companies navigating debt restructuring and compliance with the Companies Act, 2013, and SEBI regulations. #SEBIRules #ShareholderRights #SupremeCourtJudgment #BlogUpdate Read the full analysis here: https://lnkd.in/gN-xETXv

BSE Circular for listed entities: Exciting news for Company Secretaries of "equity" and "equity and debt" listed Companies. Starting from October 1, 2024, the first phase for the single filing system shall be implemented for “equity” and “equity and debt” listed companies. In the first phase, Companies shall file disclosure of Grievance Redressal Mechanism under Regulation 13(3) of SEBI LODR on one platform. Through API-based integration between Stock Exchanges, the disclosure will automatically reflect on the other platform. This will be effect for the disclosures to be filed for quarter ended September 30, 2024. For Company Secretaries, it's crucial to secure acknowledgments from both the Stock Exchanges to ensure compliance. As a measure of abundant precaution, the listed entities have to check that the filings are available on both the Exchanges websites. #BSE #ListedEntities #CompanySecretaries #SEBI #Compliance #singlefilingsystem #stockexchanges #firstphase

The Supreme Court has recently held that companies must obtain prior approval from their shareholders before listing shares on a stock exchange. This decision emphasizes the necessity of adhering to Section 62(1)(c) of the Companies Act, 2013, which mandates shareholder consent for such allotments. The SC order arose on account of a company which had issued equity shares to an Asset Reconstruction Company (ARC) by converting a portion of its debt into equity without obtaining prior shareholder approval. The Securities Appellate Tribunal (SAT) had previously rejected the company's application to list these shares on the Bombay Stock Exchange (BSE) due to this failure by the company. The company argued that shareholder consent was unnecessary as the proposal originated from the ARC, however the Court determined that the Board of Directors' resolution and application for listing made the company the actual proposer, activating the need for shareholder approval. The Supreme Court upheld SAT's decision, reinforcing the mandatory requirement of obtaining shareholder approval in such scenarios. Case Details: Supreme Court Jyoti Limited vs BSE Limited Civil Appeal No. 4707 of 2022 Date of Order: 10 December 2024 #companylaw #companiesact #shareholderrights #corporatelaw

In the latest edition of our monthly newsletter, 'Recent developments in India's corporate & commercial laws - December 2024', we analyse the following topics: 1. SEBI’s delisting protections not applicable for delisting under IBC | Bombay High Court upholds validity of Regulation 3(2)(b)(i) of Delisting Regulations   2. Stamp duty not applicable on mergers of wholly-owned subsidiaries | Delhi High Court resolves ambiguity on central government’s exemption notification for NCT of Delhi   3. Overhaul of the angel fund regulations | SEBI’s consultation paper on review of regulatory framework for angel funds in AIF Regulations 4. Performance Bank Guarantee must remain valid until the complete implementation of the resolution plan | Supreme Court suggests steps for streamlining the insolvency process   5. Changes to the equity index derivatives framework | SEBI’s Circular to increase investor protection and market stability in equity index derivatives 6. Creditor-led insolvency to be implemented soon | IBBI to implement ‘debtor-in-control’ model insolvency framework   7. Key changes to streamline compounding under FEMA | Foreign Exchange (Compounding Proceedings) Rules, 2024    8. Full refund of advance money in absence of forfeiture clause | Telangana RERA imposes penalty for contravening Section 13 of RERA   9. RBI simplifies forex regulations for start-ups | Foreign Exchange Management (Foreign Currency Accounts by a Person Resident in India) (Fourth Amendment) Regulations, 2024 10. Integrating accountability standards for AI-use in financial markets | SEBI’s consultation paper on assigning responsibility for use of AI-tools by market entities regulated by SEBI Fox & Mandal contributors included (Arindam Sarkar, Ashutosh Gupta, Anwesha Sinha, Rudresh Mandal, Abhinav Jain, Akshay Luthra, Ayushi Awasthi, Biprojeet Talapatra, Rangita Chowdhury, Suyash Sharma, Tanika Rampal) The newsletter is published on Mondaq as well and can be accessed using this link: https://bitly.cx/jDJW #FoxandMandal #legalupdate #newsletter #corporatelaw #legalnews #mergersandacqusition #IndianBusinessLaw #CorporateCompliance #LegalDevelopments #mondaq

The National Company Law Tribunal (NCLT) Mumbai bench, comprising Kishore Vemulapalli (Judicial Member) and Anu Jagmohan Singh (Technical Member), has approved a composite scheme of arrangement involving Raymond Limited (RL), Raymond Lifestyle (RLL), and Ray Global Consumer Trading (RG). Raymond Limited proposed the scheme to address the distinct operational needs and strategic focuses of its lifestyle and non-lifestyle segments. By demerging these segments into separate entities—RLL for lifestyle and RG amalgamated into RLL—Raymond aims to optimize management focus and enhance operational efficiencies. The goal is to create two distinct and robust listed entities, with RLL assuming zero net debt for both segments, positioning itself for sustained growth and market competitiveness. The scheme ensures that equity shares of RLL will be listed on both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE), providing RL shareholders the opportunity to manage investments across two distinct business profiles. In compliance with regulatory requirements, the scheme includes specific undertakings related to accounting standards (IND-AS), the appointed date (1 April 2023), the effective date, and other statutory obligations under the Companies Act, 2013. The companies have committed to seamless compliance with income tax, GST regulations, and directives from sectoral regulators. The Official Liquidator's report confirmed that the demerger scheme is in the public interest and does not prejudice any stakeholders. Following the NCLT's approval, Raymond Consumer Care Limited has been renamed Raymond Lifestyle Limited as part of the restructuring process. The order stated: “From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.” With all statutory compliances fulfilled, including the filing of requisite documents with the Registrar of Companies and Superintendent of Stamps, the NCLT finalized the demerger. #NCLT #Raymond #CorporateLaw #BusinessStrategy #Demerger #StockMarket #Compliance #CorporateRestructuring #LegalUpdates

🔍 **Understanding Investor Rights and Obligations in India **Investor Rights:**✍️✍️ 1. **Right to Information**: - Investors are entitled to receive accurate, complete, and timely information regarding their investments, including financial statements, quarterly results, and any significant changes impacting the company. 2. **Right to Vote**: - Shareholders can vote on crucial company matters such as electing directors, approving mergers and acquisitions, and significant policy changes. Voting can be done in person at meetings or via proxy. 3. **Right to Attend Meetings**: - Investors have the right to attend Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) to voice their opinions and ask questions regarding company affairs. 4. **Right to Dividends**: - Shareholders are entitled to receive dividends as declared by the company, proportionate to their shareholding. 5. **Right to Seek Redress**: - If investors believe their rights have been violated, they can seek redress through regulatory bodies like SEBI (Securities and Exchange Board of India), the National Company Law Tribunal (NCLT), and consumer courts. 6. **Right to Transfer Shares**: - Investors can freely transfer their shares, subject to the company’s articles of association and regulatory guidelines. ### **Investor Obligations:** 1. **Adherence to Laws**: - Investors must comply with relevant laws and regulations, including those pertaining to securities, taxation, and corporate governance. 2. **Timely Disclosures**: - Major shareholders (those holding more than 5% of shares) must disclose their holdings and any significant changes to the stock exchanges and the company. 3. **Non-Manipulative Practices**: - Investors should refrain from engaging in market manipulation, insider trading, or any activities that can distort market fairness and integrity. 4. **Exercise Due Diligence**: - Investors are expected to conduct thorough due diligence before making investment decisions, including analyzing financial statements, market conditions, and company performance. 5. **Participation in Corporate Governance**: - Active participation in voting and company meetings is crucial to contributing to effective corporate governance and ensuring accountability. 6. **Timely Payment of Dues**: - Investors must ensure timely payment for the shares they subscribe to and any other dues related to their investment activities. #InvestingInIndia #InvestorRights #InvestorObligations #SEBI #CorporateGovernance #FinancialEducation #InvestmentTips #IndiaMarkets #FinanceNews #NismV-a #Nismquestiones #Nismmcq #Nismexam #Nismtest #NismViii #Nism10A #BusinessNews #InvestSmart #StockMarket #InvestmentStrategy Thank you for taking the time to read this update. Your engagement and understanding are crucial for a transparent and efficient market.

The Hon’ble Supreme Court of India in its recent judgment (Jyoti Limited v. BSE Limited & Anr.) upheld the requirement of approval of stock exchange under Regulation 28 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and special resolution of the shareholders under Section 62(1)(c) of the Companies Act, 2013 as mandate for listing of shares. Brief facts say that Jyoti Limited applied to Bombay Stock Exchange Limited (BSE) for listing of 59,63,636 equity shares allotted to Asset Reconstruction Private Limited (RARE). BSE rejected the application due to: 1.      Lack of in-principle approval from the stock exchange. 2.      Absence of shareholder approval for the share allotment. The above Order was upheld and confirmed by the Securities Appellate Tribunal and the same was challenged before the Supreme Court of India. In the matter, Jyoti Limited contended that: 1.      Under Section 9(1) of the SARFAESI Act, RARE had authority to convert debt into shares without shareholder approval. 2.      Shareholder approval under Section 62(1)(c) of the Companies Act, 2013, was unnecessary as the proposal originated from RARE. The Court observed that: 1.      Conversion of debt into shares resulted in an increase in Jyoti Limited’s subscribed capital. 2.      The proposal was initiated by Jyoti Limited through its Board resolution. 3.      Shareholder approval was mandatory under Section 62(1)(c) of the Companies Act, 2013, but was not obtained. Therefore, the Hon’ble Court upheld the Tribunal’s finding that BSE approval and special resolution of the shareholder is necessary for listing of shares. #SEBI #SupremeCourtofIndia #BSE #SecuritiesAppellateTribunal