Article

M&A by listed companies: SEBI’s grip

By Shikha Thakkar and Sudish Sharma

The first article in this issue of Corporate Amicus elaborately discusses a recent circular issued by SEBI that will be applicable for a scheme of merger, demerger, amalgamation or arrangement filed with the stock exchanges after 17 November 2020. The authors analyse the key implications of the circular, like additional factors which need to be considered by the audit committee, requirement of a recommendation in the form of a report from the committee of independent directors of the listed company, requirement of the valuation report from registered valuers, no-objection letter from the stock exchange, increase in the timeline of listing of transferee entity, and the requirement of many additional disclosures. According to the authors, the Circular will undoubtedly ensure higher levels of transparency and disclosures with respect to the proposed mergers and amalgamations...

Write jurisdiction over orders of Arbitral Tribunal: Certa lege but still agitated

By Akshita Bohra and Aniruddha

The second article in this issue covers a recent decision of the Gujarat High Court where the Court has reiterated that the order of the arbitral tribunal could not be challenged in writ proceedings under Articles 226 and 227 of the Constitution of India. The authors note that though the question of maintainability of writ proceedings against an order of the arbitral tribunal has been settled in a long line of decisions starting from the Supreme Court’s decision in the case of SBP and Co. and by other High Courts, the question continues to re-surface in recent decisions. According to the authors, such re-iteration of the law as in the present case, indirectly affects the cherished goal of ‘minimal judicial interference’ as contemplated by Section 5 of the Arbitration and Conciliation Act, 1996...

Notifications and Circulars

• Self-Regulatory Organisation for Payment Systems Operations – RBI notifies framework for recognition
• SEBI (Issue and Listing of Debt Securities) Regulations – Salient features of recent amendment
• Asset cover option to listed entities – SEBI (Listing Obligations and Disclosure Requirements) Regulations amended
• Limited purpose clearing corporation – Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations amended
• Duties of debenture trustees – SEBI (Debenture Trustees) Regulations amended
• Rights issue of units by unlisted Infrastructure Investment Trust – Guidelines issued

Ratio decidendi

• Terms of power purchase agreement cannot derogate from objective and intent of IBC – NCLAT
• Application for appointment of arbitrator can only be entertained by High Court having territorial jurisdiction over place of arbitration as per arbitration agreement – Orissa High Court
• Debt payable under a ‘leave and license agreement’of commercial property is an operational debt – NCLAT
• Registration with ROC mandatory to claim as secured creditor under Section 52 of IBC, even if vehicle hypothecation registered under the Motor Vehicles Act – NCLAT

News Nuggets

• Unconditional stay of arbitral awards and accreditation of arbitrators – Ordinance promulgated to amend Arbitration and Conciliation Act
• Consolidated FDI Policy 2020 issued
• COVID-19 – MCA relaxes residency requirements of 182 days in a year
• FDI Policy for uploading/streaming of news and current affairs through digital media clarified
• IBC Notification dated 24 March 2020, increasing minimum threshold of ‘default’, is effective prospectively
• International commercial arbitration – Application of Arbitration Section 9 to be expressly excluded to exclude jurisdiction of Indian Courts
• Unconditional stay of arbitral awards and accreditation of arbitrators – Ordinance promulgated to amend Arbitration and Conciliation Act
• Consolidated FDI Policy 2020 issued
• COVID-19 – MCA relaxes residency requirements of 182 days in a year
• FDI Policy for uploading/streaming of news and current affairs through digital media clarified
• IBC Notification dated 24 March 2020, increasing minimum threshold of ‘default’, is effective prospectively
• International commercial arbitration – Application of Arbitration Section 9 to be expressly excluded to exclude jurisdiction of Indian Courts