CCI clears Holcim-Lafarge merger; Sun Pharma settles US patent litigation; Kotak's ING acquisition clears final hurdle |
CCI clears Holcim-Lafarge merger; Sun Pharma settles US patent litigation; Kotak's ING acquisition clears final hurdle |
Merger is not a monopoly in transition>?
Forfeiture of shares not passive acquisition, requires Takeover Code compliance |
SEBI penalises Chairman & Managing Director, Wholetime Director and their relatives ('Noticees') for non-compliance of Takeover Code by failing to make adequate & timely public announcements for triggering thresholds due to share forfeiture (Aug. 2005) and conversion of warrants (Feb. 2012); Rejects noticees contention that change in shareholding on account of forfeiture was 'passive' without Noticee's act, states that "forfeiture of shares is not a passive acquisition like buyback of shares since forfeiture of shares is orchestrated by the management / promoters of the company and can be made only by the Board of Directors by passing resolution" and holds that management / promoters were very well aware as they had access to company records; Relies on SAT's ruling in Luxury Foams Ltd & others Vs SEBI where it held that partly paid shares carry voting rights and ought to be included at the time of calculating thresholds under Takeover Regulations, accordingly rejects noticees' defence of excluding the same; In another issue relating to increase in promoters' shareholding due to conversion of warrants into shares, SEBI observes that Noticees made delayed public announcement and rejects Noticees' justification of non-availability of professional expertise & lack of immediate availability of funds; Holds Noticees contention that clubbing of public announcements (forfeiture & warrant conversion) as 'erroneous', states that "Both the events are independent of each other and happened with wide time difference/gap….. forfeiture of shares happened during the year 2005 and conversion of warrants took place during the year 2012 and the cause of action on both the events were different, therefore, the public announcement had to be made on both the occasions.":SEBI |
| The Order was passed by D. Ravi Kumar, Chief General Manager and Adjudicating Officer, SEBI. Advocate Deepika Sawhney and Company Secretary Vinay Gujral appeared on behalf of noticees. |
JV not 'quasi partnership'; Mere director appointment/removal not oppression |
CLB rejects JV's promoter & founding partner's (petitioner) invocation of quasi-partnership principle u/s 397/398 (of Companies Act,1956) petition to contend that since JV was in nature of quasi partnership his directorial complaint should be entertained; Observes that since there was no equality in shareholding of petitioner and respondent (another JV partner), no equal participation in day-to-day management, no pre-existing partnership that was converted into JV, principle of quasi partnership could not be invoked to entertain directorial complaint; Relies on SC rulings in Hind Overseas (P) Ltd vs Raghunath Prasad Jhunjhunwala, Hanuman Prasad Bagri vs Bagress Cereals (P) Ltd; Separately, holds that even considering the merits of the case, there was no oppression by removing petitioner from directorship and appointing respondent as director, as petitioner had already tendered his resignation and "resignation becomes effective w.e.f. the date on which it is tendered"; Also holds that mere appointment of respondent as director could not be considered as an act of oppression, however, observes that such appointment was illegal as no resolutions/minutes were put on record to prove such appointment :Mumbai CLB |
| The Order was passed by Shri Ashok Kumar Tripathi, Member (Judicial), CLB, Mumbai Bench. Advocates Jayen Trivedi and Mayuresh Borkar argued on behalf of petitioner while respondents were represented by Advocate Rajesh Khandelwal. |
RBI relaxes bad loans provisioning by enhancing counter cyclical rider |
RBI amends provisions relating to counter cyclical measure, allows banks to utilize up to 50% of countercyclical provisioning buffer/floating provisions held by them as on December 31, 2014, for making specific provisions for non-performing assets, as per policy approved by Board of Director; States that utilisation of countercyclical provisioning buffer/floating provisions under this measure would be over and above the utilisation of countercyclical provisioning buffer/floating provisions as permitted earlier: RBI.Click here to read more. |
RBI floats draft directions requiring prior approval for NBFC's acquisition/transfer of control |
RBI releases draft directions for NBFCs (Approval of Acquisition or Transfer of Control) Directions, 2015 for seeking views/comments from general public; Proposes that prior written permission of RBI is required for (i) any takeover / acquisition of control of an NBFC, which may / may not result in change of management (ii) any change in NBFC shareholding resulting in acquisition/ transfer of 26% or more of paid up equity capital of NBFC; (iii) Any change in NBFC management which would result to in change in more than 30% of directors; Final Directions will replace NBFC (Approval of Acquisition or Transfer of Control) Directions, 2014 dated May 26, 2014: RBIClick here to read more. |
Banks under obligation to file 'Nil' CTR/NTR with Financial Intelligence Unit: RBI |
RBI clarifies that banks are required to file 'Nil' Cash Transaction Report / Non-Profit Organisation Transaction Reports (CTR/NTR) Financial Intelligence Unit, India at prescribed periodicity, if they have nothing to report: RBIClick here to read more. |
RBI prescibes uniform provisioning norms for fraud cases |
Considering the increasing number of fraud cases in banking system, RBI amends prudential norms on Income Recognition, Asset Classification & Provisioning pertaining to Advances; States that lenders to make 100% provisioning for accounts if wrongdoing is detected and the entire amount due to bank (irrespective of amount of security held against such assets) or for which bank is liable (including cases of deposit accounts), is to be provided for over period not exceeding 4 quarters, commencing with quarter in which fraud is detected; If there is delay in reporting fraud, entire provisioning is required to be made at once and RBI may also initiate appropriate supervisory action where there has been delay by the bank in reporting a fraud or provisioning: RBIClick here to read more. |
RBI relaxes foreign investment norms for exchange-traded currency derivatives, enhances importer's hedging position |
RBI increases the position limits (long & short) for domestic participants in USD-INR pair upto USD 15 million per exchange (from USD 10 million per exchange); Also allows domestic participants to take long as well as short positions in EUR-INR, GBP-INR and JPY-INR pairs, all put together, upto USD 5 million equivalent and the exchanges to monitor the limits and in case of any breaches the same shall be reported; Liberalizes operations at Exchange Traded Currency Derivatives market, proposes signed undertaking from CFO / senior most functionary responsible for company\'s finance and accounts and CS for requisite compliance (instead of statutory auditor's certificate); With an intention of bringing both – exporters and importers at par, RBI allows importers to take appropriate hedging positions up to 100% (earlier 50%) of the eligible limit: RBIClick here to read more. |
RBI adopts Basel III standards for capital & liquidity |
With a view to closely align regulatory framework with internationally agreed standards, RBI suggests implementing Basel III capital and liquidity regulations (with certain modifications / amendments to guidelines), implementation of advanced model-based approaches for credit, market and operational risk, guidelines on compensation and securitisation exposures, etc.Click here to read more. |
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