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Clamps down on 'suspended companies' for listing agreement non-compliance, bars further capital raising
SEBI issues Prohibition on raising further capital from public & transfer of securities of suspended companies, Order, 2015; Observes that several listed companies continuously fail to comply with provisions of listing agreement and trading of shares is suspended by stock exchanges ('suspended company') and the non-promoter shareholders of suspended cos. remain in disadvantageous position, however, promoters use undisclosed information about the company and dispose of their shareholding leaving the gullible investors in lurch; For effectively enforcing listing agreement, improving compliance environment and interests of investors in securities market, SEBI strengthens the regulatory mechanism whereby 'suspended company', its holding and/or subsidiary, its promoters and directors shall not, issue prospectus, any offer document, or advertisement soliciting money from public for the issue of securities (directly or indirectly) till suspension is revoked / securities are delisted; Suspended company and Depositories shall not effect transfer, by way of sale, pledge, etc., of shares of a suspended company held by promoters /promoter group and directors till 3-months after revocation of suspension by stock exchange / till securities are delisted (whichever is earlier): SEBI
SEBI, RBI working for smooth e-IPO; Micromax's historic international trademark registration via Madrid Protocol
SEBI, RBI working for smooth e-IPO; Micromax's historic international trademark registration via Madrid Protocol
'Collector's Choice' & 'Officer's Choice' whisky-marks semantically similar; Ignores phonetic difference, upholds injunction
Division Bench of Delhi HC dismisses appeal, upholds Single Judge order that restrained appellant to sell its product (whiskey) under trademark 'Collector's Choice', as deceptively similar to Allied Blender's (respondent) "Officer's Choice"; Holds that though dominant part of respondent's mark, i.e., "Officer" was phonetically different from appellant's mark "Collector", they were semantically similar; Observes that COLLECTOR and OFFICER, may be considered as hyponyms (inclusive words) of the hypernym "persons holding office" or they may be synonymous to each other; Going through definitions of 'Collector' under Oxford Dictionary, Essential Commodities Act, states that though "Collector" may have more than one meaning, "it cannot be ignored that this word is commonly understood by consumers in India as an officer employed to collect or receive money due, as taxes, customs etc"; Refers to various theories and philosophies given by David Hume and John Stuart Mill, observes "similar words, concepts and items that are linked by association are grouped together in the brain", thus, the impugned mark will cause confusion in consumers' minds; Relies on foreign rulings in Polaroid Corp. v. Polarad Electronics Corp, H. Sichel Sohne, GmbH v. John Gross & Co, Sc rulings in Cadila Healthcare Ltd. v. Cadila Pharmaceuticals Ltd [(2001) 5 SCC 73] and Durga Dutt Sharma v. Navaratna Pharmaceutical Laboratories, refers to McCarthy on Trademarks and Unfair Competition, Ed. IV :Delhi HC
The ruling was delivered by Justice Pradeep Nandrajog and Justice Pratibha Rani.
Advocates Jayant Tripathi and Sumit Rajput argued on behalf of the appellant, while respondent was represented by Advocates Pravin Anand, Shrawan Chopra, Abhilasha Nautiyal, Vibhav Mithal.
MCA clarifies on financial statement circulation & accounts filing of foreign subsidiaries
MCA clarifies on circulation and filing of financial statement, states that if a company holding a general meeting after giving shorter notice (as contemplated u/s 101 of Companies Act, 2013), then the company may also circulate financial statements u/s 136 (to be laid down / considered in the same general meeting) at such shorter notice; In consultation with ICAI, MCA further clarified that in case of a foreign subsidiary, which is not required to get its accounts audited as per legal requirements prevalent in the country of its incorporation, then the Indian holding company may place / file such unaudited accounts to ensure compliance of Section 136(1) & Section 137(1) of the Act; States that as far as possible, accounts of foreign subsidiaries shall be in accordance with requirements under Cos. Act, 2013 and in case of deviation, companies shall give a statement indicating the reasons for deviation: MCA
LSI Note:
Section 101 of Cos. Act, 2013 relates to 'Notice of meeting'. Section 101(1) states that a general meeting of a company may be called by giving not less than clear 21 days' notice either in writing or through electronic mode in such manner as may be prescribed. However, general meeting may be called after giving shorter notice if consent is given in writing / by electronic mode by not less than 95% of members entitled to vote at such meeting.
Section 136 of Cos. Act, 2013 relates to 'Right of member to copies of audited financial statement'. Section 136(1) states that without prejudice to provisions of Sec. 101, a copy of financial statements, including consolidated financial statements, if any, auditor's report and every other document required by law to be annexed or attached to financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debenture-holder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than 21-days before the date of the meeting.
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