Vinod Joseph

🤔AMALGAMATION WITH APPOINTED DATE - PRIOR TO LISTING DATE : NEED TO PLUG THE LOOPHOLES IN THE SEBI ICDR REGULATIONS : A newly listed company ( DATE OF LISTING AUG 23 2023), HAS ANNOUNCED ON FEB 6, 2024 ( WITHIN 8 MONTHS OF LISTING ) a Scheme of amalgamation  with itself  of four of its wholly owned subsidiary companies ( so no issue of fresh shares involved ) and a fifth company ( fresh issue of shares by the listed co - involved as a result of the merger). The issue price of the equity shares of Re 1 each was at Rs 187 per share THE APPOINTED DATE FOR THE SCHEME IS APRIL 1 2023 ( 4 MONTHS PRIOR TO ITS LISTING IN SES). The Registered Valuer for the purpose has been APPOINTED BY THE BOARD ON DECEMBER 11,2023- WITHIN 4 MONTHS FROM LISTING ( as per the RV certificate dated February 5 2024) SHOULD THE SEBI ICDR REGUALTIONS NOT PROHIBIT SUCH MAJOR RESTRUCTRING FOR A REASONABLE PERIOD FROM THE DATE OF LISTING OF THE EQUITY SHARES WITH SEs. SEBI MAY PERHAPS PRESCRIBE A DECLARATION TO BE MADE BY ISSUER COMPANIES IN THE PROSPECTUS THAT THE ISSUER COMPANY SHALL NOT COME OUT WITH ANY RESTRUCTURING FOR A PERIOD OF SAY, 2YEARS FROM THE DATE OF LISTING OF ITS EQUITY SHARES (notwithstanding the subclause 6 of the R 37 of the SEBI LODR Regulations) NOW , let’s see how the SEs and SEBI consider the application by the listed company for their approval in terms of R37 of SEBI LODR Regulations April 18 1205 hrs

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IndusLaw Expands Banking & Finance Practice with New Partner Nitika Jain in Mumbai Office Read more: https://lnkd.in/ePb5x3cD #thecourtroom #banking #finance #partnersmovement #induslaw

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Honourable Supreme Court of India has laid down broad principles for determining whether an activity or transaction is for a “commercial purpose” or not for the purpose of jurisdiction of Consumer Forum are as follows. 1.    “Commercial Purpose” is understood to include manufacturing/industrial activity or business-to-business transactions between commercial entities. 2.    The purchase of the good or service should have a close and direct nexus with a profit-generating activity. 3.    The identity of the person making the purchase or the value of the transaction is not conclusive to the question of whether it is for a commercial purpose.  4.    It has to be seen whether the dominant intention or dominant purpose for the transaction was to facilitate some kind of profit generation for the purchaser and/or their beneficiary. 5.    If it is found that the dominant purpose behind purchasing the good or service was for the personal use and consumption of the purchaser and/or their beneficiary, or is otherwise not linked to any commercial activity. Abhijit Mishra #supremecourt #highcourt #law #legal #lawyer #commercial #consumer #business #India #litigation #civil

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The Insolvency and Bankruptcy Code (IBC) transformed India’s approach to corporate financial distress. Our Partner Richa Roy and Amitabh Kant (G 20 Sherpa, Government of India) in their article published in Mint discuss how the introduction of the IBC has provided a much-needed mechanism to address insolvency issues in a time-bound and efficient manner. Read it at: https://lnkd.in/deBVXYYB #IBC #InsolvencyandBankruptcy #IBCReforms #CrossBorderInsolvency

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The latest combination regulations have transformed the current merger landscape in India, bringing within their purview a deal value threshold and criteria for substantial business operations in India in what experts have termed the “single largest overhaul of the Indian merger control regime.” Our Partner (Head - Competition Law) Avaantika Kakkar shares her views on this in an article published by Business Standard. Read it at: https://lnkd.in/gHTdzi4Y #CCI #CompetitionLaw #DealValueThreshold

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𝐄𝐚𝐬𝐞 𝐨𝐟 𝐃𝐨𝐢𝐧𝐠 𝐁𝐮𝐬𝐢𝐧𝐞𝐬𝐬 𝐛𝐲 𝐭𝐡𝐞 𝐌𝐢𝐧𝐢𝐬𝐭𝐫𝐲 𝐨𝐟 𝐂𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐀𝐟𝐟𝐚𝐢𝐫𝐬 (𝐌𝐂𝐀): MCA has always been at the forefront of reforming compliance and enhancing the ease of doing business in India. Some of the key achievements and initiatives as per the recent PIB Delhi press release include: 🔆 𝐂𝐞𝐧𝐭𝐫𝐚𝐥𝐢𝐳𝐞𝐝 𝐒𝐭𝐫𝐢𝐤𝐞-𝐎𝐟𝐟 𝐌𝐞𝐜𝐡𝐚𝐧𝐢𝐬𝐦 𝐭𝐡𝐫𝐨𝐮𝐠𝐡 𝐂-𝐏𝐀𝐂𝐄: ◼️ Since its inception 13,560 companies has been struck off in FY 2023-24 and 11,855 companies in FY 2024-25 (up to 15 Nov 2024). ◼️ So far 3,264 LLPs have been struck off since CPACE operationalization on 27 Aug 2024. ◼️ Average application processing time reduced to 70-90 days. 🔆 𝐒𝐭𝐫𝐞𝐚𝐦𝐥𝐢𝐧𝐢𝐧𝐠 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐏𝐫𝐨𝐜𝐞𝐬𝐬𝐞𝐬: ◼️ Decriminalization of 63 offences under the Companies and LLP Acts, reducing litigation burden. ◼️ Conversion of 54+ forms to Straight Through Process (STP) for quicker approvals. ◼️ SPICe+ & AGILE PRO-S e-forms: Simplifying company incorporation with a single-window for Name Reservation, PAN, TAN, GST, and more. ◼️ FiLLiP e-form: Single application for LLP incorporation with multiple services. 🔆 𝐄𝐧𝐡𝐚𝐧𝐜𝐞𝐦𝐞𝐧𝐭𝐬 𝐟𝐨𝐫 𝐒𝐦𝐚𝐥𝐥 𝐄𝐧𝐭𝐢𝐭𝐢𝐞𝐬: ◼️ Revised definition of Small Company: Paid-up capital threshold increased to ₹4 Crores and turnover to ₹40 Crores. ◼️ Introduction of Small LLPs with reduced compliances and costs. 🔆 𝐊𝐞𝐲 𝐈𝐧𝐟𝐫𝐚𝐬𝐭𝐫𝐮𝐜𝐭𝐮𝐫𝐞 𝐒𝐞𝐭𝐮𝐩𝐬: ◼️ Centralized Registrar of Companies (CRC) for uniform incorporation processes. ◼️ Central Scrutiny Centre (CSC) for STP e-forms scrutiny. ◼️ Central Processing Centre (CPC) for non-STP e-forms processing. ◼️ e-Adjudication Portal for adjudicating Companies Act related offences. 🔆 𝐈𝐧𝐧𝐨𝐯𝐚𝐭𝐢𝐯𝐞 𝐈𝐧𝐢𝐭𝐢𝐚𝐭𝐢𝐯𝐞𝐬: ◼️ Zero fee for company incorporation with ASC up to ₹15 Lakhs. ◼️ Fast-tracked mergers for Startups and Small Companies. ◼️ Listing Indian public companies on international exchanges at GIFT IFSC. ◼️ Zero cost for shifting of the registered office of a company. ◼️ Convening Annual General Meeting (AGM) and Extra-ordinary General Meeting (EGM) of a company through Video Conference (VC). MCA continues to demonstrate its commitment to making India a business-friendly destination & its quite commendable. Do follow us for such other corporate law updates 💡 #ICSI #MCA #Law #Ministryofcorporateaffairs #PIB #ICAI #ICMAI

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Khaitan & Co Advised Advics on Proposed Joint Venture with Brakes India Team : Zakir Merchant, Yashashree Mahajan, Aarathi Das, Shruti Mishra. Anshuman Sakle. Link to read full news :https://lnkd.in/ddrNSx2J #KhaitanandCo #Advics #BrakesIndia #JointVenture #AutomotiveIndustry #BrakeSystems

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HC: MERE DELAY NO GROUND TO QUASH SEBI-SCN; CO. TO RAISE DEFENSE DURING ADJUDICATION-LSI Bombay HC dismisses petitions filed by Nalwa Sons Investments Ltd. (formerly known as Jindal Strips Ltd.) and others (collectively - Petitioners) challenging a show-cause notice (SCN) issued by SEBI concerning a corporate reorganization within the O.P. Jindal Group, remarks that, “...exercising our extraordinary jurisdiction, we do not think that we should or could assist the Petitioners in unnecessarily prolonging the adjudication of the impugned show cause notice by interfering at every stage and over every matter. The extraordinary and discretionary jurisdiction cannot be invoked for such purposes."; Petitioners argued that the impugned SCN, issued almost 10 years after the 2014 reorganization, is affected by delay and laches, and SEBI cannot review or revisit its earlier decisions concerning the 2014 complaint, as it would amount to double jeopardy or attract the bar of res judicata, whereas SEBI submitted that there was no delay or laches involved in issuing the SCN, as it arose from new information derived from an investigation initiated in 2022 based on a complaint received from yet another shareholder of the Co.; HC finds that - (i) no case is made out to quash the impugned SCN by merely alleging delay, (ii) the Petitioners could respond to the SCN and raise the plea of delay during the adjudication process, (iii) pleas of res judicata involve an examination and comparison of the pleadings and issues in both matters, which cannot be adjudicated in a writ petition, and (iv) the Petitioners failed to enclose a copy of the 2022 complaint or transcribe the allegations to substantiate their claims; HC observes that the scope of judicial review of an SCN is relatively minimal, and opines that, "...while it would be open to the petitioner to raise all permissible defences, we do not think that this is a case where the impugned show cause notice should be quashed at the threshold on the alleged ground that the SEBI failed to apply its mind or failed to consider the relevant material before issuing the impugned show-cause notice." ; In conclusion, HC elucidates that the fairness in such matters “...is not a one-way street but two-way traffic. Even the Petitioners must cooperate with the expeditious disposal of the show cause notice so that if they are clean...” and asserts that, "The earlier the air is cleared, the better it is for all concerned, including the system that the SEBI must regulate.", and thus directs SEBI to furnish certain information related to the previous complaint within 2 weeks while granting Petitioners 4 weeks to respond to the SCN:HC BOM The judgement was delivered by Justice MS Sonak and Justice Jitendra Jain.

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Aekom Legal is excited to share that Our Co-Founder & Joint Managing Partner, NPS Chawla was quoted in The Economic Times where he shared his views on “Jaypee Group taps global credit funds for Rs 10k crore to bail out flagship firm” Read more: https://bit.ly/3A8RsSc Editor ETLegalWorld #AekomLegal #Insolvency #IBC #NCLT #InsolvencyLaw #InsolvencyResolution #ResolutionalProfessional #TheEconomicTimes

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🤭BREACH OF SEBI TAKEOVER CODE? : “CHANGE IN CONTROL”: NO- ACCORDING TO LISTED CO , BUT THE MD RESIGNS CITING CHANGE IN CONTROL AS THE REASON !! 1.   ISSUE OF CONVERTIBLE WARRANTS TO NON- PROMOTERS ON PREFERENTIAL BASIS : CURRENT PROMOTERS’ HOLDINGS SHALL DROP DOWN TO 2.52% ( FROM the CURRENT 8.29%) BUT “There shall be NO CHANGE IN THE MANAGEMENT OR CONTROL OF THE COMPANY pursuant to the aforesaid issue and allotment of the Equity Shares. according to the company : ( proposed allottees -NON- PROMOTER CATEGORY -together shall hold 69.84%- DOES IT MEAN THEY ARE NOT ACTING IN CONCERT/ NOT FROM SAME PROMOTER GROUP) . 2.   THE SAME EGM NOTICE CONTAINS THE SUBJECT OF APPOINTMENT OF ONE OF THE ALLOTTEES -WHO WOULD HOLD 18.51% SHAREHOLDING in the COMPANY  -AS THE NEW MANAGING Director !!!!🤓 3 .HOWEVER, AS PER THE RESIGNING MANAGING DIRECTOR, CHANGE IN CONTROL OF THE CO, IS THE REASON FOR HIS RESIGNATION : ( Resignation by another NED also for the same reason) “I am thankful to the Directors and Shareholders of the Company for selecting me on the Board as a Managing Director. I was extremely happy to work as a Managing Director of the Company and extended all my support for benefit of the Company. DUE to other professional commitments and CHANGE IN CONTROL OF THE COMPANY, I AM NOT IN A POSITION TO DEVOTE MY TIME TO THE AFFAIRS OF THE COMPANY. ACCORDINGLY, I AM SUBMITTING MY RESIGNATION AS A MANAGING DIRECTOR OF THE COMPANY WITH IMMEDIATE EFFECT.” INTERESTING QUESTION FOR SEs &SEBI!!! (SOURCE: SE NOTIFICATIONS DT 25 10 2024 & 26 10 2024 OF Darjeeling Ropeway Ltd ) oct 26 12.37 hrs

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Bharati Nibjiya and I had the privilege to conduct title diligence on a significant transaction —The sale of Khubchandani Hospitals in Andheri, Mumbai to Temasek-backed Manipal Hospitals. Our involvement encompassed a comprehensive title diligence of both the hospital structure and the underlying land, ensuring a smooth transition in one of Mumbai’s thriving medical hubs. You can read more about the deal here - https://lnkd.in/df33iHuB #lawyers #deal #lawfirm #law

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In the matter of Vaibhav Aggarwal Vs. Sunil Sachdeva and Anr. – the Hon'ble NCLAT New Delhi held that : 1) A conjoint reading of Sections 5(20) and 5(21) of IBC clearly establishes that tenancy and lease rent dues fall in the category of operational debt as defined under Section 5(21) of IBC. 2) Even if the Section 8 Demand Notice had not been replied to by the Corporate Debtor, the CD is not precluded from establishing the existence of pre-existing disputes in its pleadings. 3) However, serving of any legal notice after the filing of Section 9 application, or filing a Commercial Suit by the CD post the filing of Section 9 application cannot be treated as a ground of pre-existing dispute. The above decison clearly establishes the consistent views taken by the Tribunals that Rent will be treated as the Operational Debt and even if the Demand Notice is not replied by the CD, it must be esblished in the pleadings about the pre-existence of the dispute. Merely creating any dispute after filing of Section 9 Appliation by the Operational Creditor will not hold any water. Genicon #IBC Updates

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RBI notifies Operational Framework for Reclassification of FPI to FDI Yesterday, RBI published A.P. (DIR Series) Circular No. 19 containing directions to AD Category-I banks on the aforementioned matter. The FPI seeking to reclassify its investment into FDI shall: (a) only do so in a sector in which FDI is permitted (b) if required, obtain Government approvals to adhere to entry route, sectoral caps, investment limits and pricing guidelines (including land border country investment/holding) (c) the Indian investee company should concur with such reclassification of FPI to FDI (d) the FPI should provide clear reasons of its intent to reclassify its investment from FPI to FDI and provide to its custodian copies of any required approval and the Indian investee company's concurrence (e) the custodian will then move the investment from the FPI demat account to FDI demat account, and the date of the investment by the FPI which breaches the threshold will be considered the date of reclassification, and the entire FPI investment will then be treated as FDI (f) to permit reclassification, the entire investment by the FPI has to be reported as follows: (i) by the FPI in FC-TRS if the FPI has acquire equity instruments from the secondary market, or (ii) by the Indian company in FC-GPR if the investment beyond the limit FPI limit is through a fresh issuance of equity securities; and (iii) by the concerned AD-bank in LEC (FII) reporting. #FPI #FDI #foreigninvestment #privateequity #listedcompanies

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Good Day Friends & Colleagues, Continuing with my weekly, snippet series on important judgements delivered by the Honourable NCLAT on cases pertaining to Insolvency and Bankruptcy Code. Today, I am sharing an important case pertaining to an Assignee or Transferee of a Real estate Project wherein the Ho'nble NCLAT has clarified that a CIRP can be initiated by the flat allottees against such Assignee or an Auction Purchaser under SARFAESI. . Hope this gives us a clear understanding on these two important Sections and their applicability. To receive further updates on new videos in this series, please subscribe to my Youtube Channel @deepikabhugra894 by pressing the Bell Icon below the video. Also, please do not forget to like & share the video. Deepika Bhugra Prasad

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NCLAT Delhi Affirms Authority to Proceed Ex Parte under NCLT Rule 49 The National Company Law Appellate Tribunal (NCLAT) Delhi has reinforced the adjudicating authority's discretion to proceed ex parte when the corporate debtor fails to appear, as per Rule 49 of the NCLT Rules, 2016. This ruling clarifies that "appearance" includes representation by the corporate debtor or an authorized representative. Key Highlights: Case Title: Ashok Tiwari vs. DBS Bank India (Ltd.) and Anr. Case No.: Company Appeal (AT) (Insolvency) No. 195 of 2024 Background: Financial Creditor: DBS Bank India Ltd. Corporate Debtor: Vyam Technologies Ltd. Issue: DBS Bank initiated CIRP against Vyam Technologies, citing a default of Rs. 48.31 crores. Proceedings: Vyam Technologies failed to respond to notices or appear in hearings. NCLT New Delhi admitted the CIRP application ex parte. Appeal: Corporate Debtor's request to recall the ex parte order was denied by NCLT. This appeal challenged that decision. NCLAT's Verdict: Rule 49 Interpretation: NCLAT emphasized that Rule 49 of NCLT Rules, 2016 provides ample jurisdiction to proceed ex parte if the corporate debtor or their authorized representative does not appear. Service of Notice: Notices were duly served to the Corporate Debtor on 07.03.2022. The Corporate Debtor did not contest the service of notice, failing to file a response or appear for the hearing. Sufficient Cause Requirement: The Corporate Debtor did not present a valid reason for non-appearance. Engaging counsel late and failing to file a vakalatnama were not considered sufficient causes. Legal Precedent: NCLAT highlighted that the right to request the setting aside of an ex parte order under Rule 49(2) hinges on improper notice service or a sufficient cause for non-appearance. Neither condition was met by the Corporate Debtor in this case. Conclusion: NCLAT dismissed the appeal, upholding the ex parte proceedings and emphasizing the importance of timely representation by corporate debtors or their authorized representatives. This decision reinforces the procedural integrity under Rule 49, ensuring that due process is maintained while allowing adjudicating authorities to proceed when corporate debtors fail to engage appropriately. #CorporateLaw #NCLAT #IBC #Insolvency #LegalUpdate #CorporateGovernance

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The Hon'ble Delhi High Court has held in a recent judgment that Section 12-A of the Commercial Courts Act, 2015, requiring pre-suit mediation mandatorily applies not only to Commercial Suits but also to any counter-claim filed in the said Commercial Suit. Please see below our brief note on the judgment. #mediation #commercialsuit #counterclaim

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