| 1 |
Condition pertaining to minimum threshold of voting rights
Authored by Praveen Pandian
Earlier in December 2020, SEBI had issued a consultation paper regarding Risk Management Committee which we had summarized here. SEBI at its Board Meeting dated 25th March 2021 approved the following amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to applicability, constitution and role of the Risk Management Committee of listed entities.
Applicable Regulation: Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 deals with Risk Management Committee.
| Subject |
Existing Law |
Approved Amendment |
| Applicability |
Top 500 listed entities based on market capitalization. |
Top 1000 listed entities based on market capitalization. |
| Composition |
Majority members from the Board of directors. |
Minimum of three members where majority of them being member of the board of directors, including at least one independent director. |
| Quorum |
No specific provisions for quorum were prescribed. |
Two members or one third of the members of the committee, whichever is higher, with at least one director in attendance. |
| Role |
As defined and delegated by the Board including reviewing risk management plan. |
In addition to the existing role the Committee is also tasked with formulation of risk management policy, monitoring and reviewing its implementation; review of the appointment, removal and terms of remuneration of Chief Risk officer (if any). |
Authored by Aishwarya Lakshmi V.M
Background: As per Regulation 24A of SEBI (LODR) Regulations, 2015, every listed entity and its material unlisted subsidiaries shall undertake secretarial audit and annex with its annual report, a secretarial audit report given by a company secretary in practice. As per SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08th 2019, the annual secretarial compliance report shall be in the format as specified in Annex-A to the circular and shall be submitted to the stock exchange where the entity is listed within 60 days from the end of the financial year. This filing with the stock exchange has been only in PDF format, till date.
Update: As per the Notice from BSE dated 31st March 2021, dated Notice No.20210331-2, it has been made mandatory to file the Annual Secretarial Compliance Report in BOTH PDF AND XBRL MODE. The timelines shall be the same.
Authored by Adit Bhuva
The Securities and Exchange Board of India (
Authored by Padma Akila
Registrations of trademarks as a series have recently gathered momentum and are fairly new to the trademark game. Series trademarks are believed to have potential to offer next level of protection to powerful Industries and brands.
A trademark owner may use a variety of marks with a common prefix, suffix or syllable or for instance in case of a beverage brand with various flavours of the drink, the trademark may remain constant with only few variables such as that of the specific flavour name of the drink or the colour and theme of the representation etc. In this case the overall impression of the trademark on the consumer does not change and remains constant.
The mark can prove its strength by establishing that it has a family of marks, all of which have a common prefix, suffix or syllable. Series of trademarks basically means multiple variations of a trademark that fall under one single family of marks. Section 15 of the Trademarks Act, 1999 deals with trademark as a series which states that if the proprietor of a trademark claims to be entitled to the exclusive use of any part thereof separately, he can apply to register the whole and the part as separate trademarks. Series marks help form an association among the products under a single range or brand as they fall within the same family of marks and distinguish them from the other range of products. One must know that trademarks as a series only differ either in colour, quality, flavour in case of food stuff, location, etc.
These series of marks can be registered within one application whereby certain characters that form part of the trademark can be granted additional protection, thus acquiring distinctiveness and exclusive right over them. Under a trademark series, any variation in the non-distinctive features of each mark must have their visual, oral and conceptual identity largely the same and any variation in those material particulars should not affect the visual and conceptual identity of each of the mark in the series. Scrutiny falls on that part of the mark that is being changed each time. If the part that is being altered is descriptive or non-distinctive, and does not substantially affect the identity of the trademark, the series may be accepted. The alternative to applying for a series trademark is to apply for multiple trademarks application for each mark but it may not offer a broader protection.
Some of the examples of series trademarks include Uber
Authored by Padma Akila
In a recent interim order passed on the 9th March 2021, in the matter of Sanjay Soya Private Limited V Narayani Trading Company, the Hon
Authored by Praveen Pandian
Brief Background on Annual Return under Companies Act, 2013:
An annual return is a yearly return to be filed by all the companies with the Registrar of Companies, certifying the compliances with the provisions of companies act and in which the companies are required to make detailed disclosures such as details of shareholders and directors and the changes in them during the financial year, the dates of Board and general meetings and attendance of directors and shareholders and various other disclosures.
This annual return is required to be filed with the Registrar of Companies in e-Form MGT-7, within a period of sixty days from the conclusion of annual general meeting or sixty days from which such annual general meeting should have been held.
Amendments with respect to annual return:
The Ministry of Corporate Affairs on 5th March 2021, has notified certain amendments (
Authored by Padma Akila
Registrations of trademarks as a series have recently gathered momentum and are fairly new to the trademark game. Series trademarks are believed to have potential to offer next level of protection to powerful Industries and brands.
A trademark owner may use a variety of marks with a common prefix, suffix or syllable or for instance in case of a beverage brand with various flavours of the drink, the trademark may remain constant with only few variables such as that of the specific flavour name of the drink or the colour and theme of the representation etc. In this case the overall impression of the trademark on the consumer does not change and remains constant.
The mark can prove its strength by establishing that it has a family of marks, all of which have a common prefix, suffix or syllable. Series of trademarks basically means multiple variations of a trademark that fall under one single family of marks. Section 15 of the Trademarks Act, 1999 deals with trademark as a series which states that if the proprietor of a trademark claims to be entitled to the exclusive use of any part thereof separately, he can apply to register the whole and the part as separate trademarks. Series marks help form an association among the products under a single range or brand as they fall within the same family of marks and distinguish them from the other range of products. One must know that trademarks as a series only differ either in colour, quality, flavour in case of food stuff, location, etc.
These series of marks can be registered within one application whereby certain characters that form part of the trademark can be granted additional protection, thus acquiring distinctiveness and exclusive right over them. Under a trademark series, any variation in the non-distinctive features of each mark must have their visual, oral and conceptual identity largely the same and any variation in those material particulars should not affect the visual and conceptual identity of each of the mark in the series. Scrutiny falls on that part of the mark that is being changed each time. If the part that is being altered is descriptive or non-distinctive, and does not substantially affect the identity of the trademark, the series may be accepted. The alternative to applying for a series trademark is to apply for multiple trademarks application for each mark but it may not offer a broader protection.
Some of the examples of series trademarks include Uber
Authored by Aishwarya Lakshmi VM
In the matter of: Thomas Cook (India) Limited
Date of the order: 11.02.2021.
Provisions involved
(a) Regulation 28 of SEBI (Buy Back of Securities) Regulations, 2018.[i]
(b) Regulation 24(i)(d) of SEBI (Buy Back of Securities) Regulations, 2018.[ii]
(c) Regulation 5(ii) of SEBI (Buy Back of Securities) Regulations, 2018.[iii]
(d) Sections 68, 69 and 70 of the Companies Act, 2013.
Facts of the case
1. On February 26, 2020, the Board of Directors of TCIL had approved the proposal for a buy
Authored by Praveen Pandian
Applicant: KCP Limited.
Date of the Guidance: 08.02.2021.
Factual Background:
1. KCP Limited (hereinafter referred to as Applicant) is a Public Limited Company, whose equity shares are listed on National Stock Exchange and permitted to trade on BSE Ltd.
2. Jeypore Sugar Co Limited (hereinafter referred to as JSCL) (now in liquidation) was managed by the relatives of the promoters of the Applicant and were classified as belonging to the Promoter Group. JSCL has 2,78,370 (0.22%) equity shares in the Applicant Company as investment
3. JSCL went into liquidation and the Official Liquidator of JSCL in the process of realising the investments has made a proposal for sale of shares of the applicant held by JSCL and Dr. V. L. Indira Dutt, Promoter and Chairperson-cum-Managing Director (hereinafter CMD) of the Applicant Company, has agreed to purchase the shares at market price.
4. KCPL has closed the trading window from 1st January 2021 till 48 hours on declaration of financial result for the quarter ended 31st December 2020.
Guidance sought:
1. Whether the CMD of the Applicant company can acquire 2,78,370 shares from the Liquidator of JSCL at market price, during the closure of trading window as off-market sale, as JSCL is also a promoter group of the Applicant and both are considered as insiders and both of them have confirmed that there is no material information about the company and that they are making a conscious and informed trade decision.
2. Whether the compliance officer can give clearance for sale of shares during the closing period of trading window?
3. What are the other declarations/confirmations required to be obtained from the Liquidator of JSCL and promoter & CMD of the Applicant company for the sale?
Provisions Involved:
Regulation 4(1)[i] read with Clause 4(3) of Schedule B[ii] of the SEBI (Prohibition of Insider Trading) Regulations, 2015(hereinafter referred to as
Authored by Padma Akila.
Date(s) of Order: 3rd February 2021
Purported contravention committed: Noticees were involved in trading by Associate Company in shares of Future Retail Limited (
Authored by Aishwarya Lakshmi VM
Date of Order: 12th February 2021.
Forum: Hon
Authored by Ammu Brigit
We all recognise cosmetics as any products used on or applied to human body with the intention of personal care and beautification. The manufacture, distribution and import of cosmetics in India is governed by Drugs and Cosmetics Act 1940(DCA). The Ministry of Health and Family Welfare (MoHFW) has notified the Cosmetics Rules 2020 (
Authored Padma Akila
The Ministry of Commerce and Industry on February 09, 2021 has published the
Authored by Praveen & Adit
| Import Export Code (IEC) |
Import Export Code (IEC) is mandatory for export/import from/to India.
DGFT issues Import Export Code in electronic form (e-IEC). |
| Amendment: |
1. An IEC holder has to ensure that details in its IEC are updated / confirmed (if there are no changes) electronically every year, between April and June.
Failure to update / confirm the details results in deactivation of IEC and can be reactivated only upon successful updation of the same.
2.
Authored by Praveen & Adit
The Ministry of Corporate Affairs, vide its notification dated 19th February 2021, has specified the following classes of companies which shall not be considered as listed companies for the purpose of Companies Act, 2013.
(a) The public companies which have not listed their equity shares on a recognized stock exchange but have listed their :-
(i) non-convertible debt securities issued on private placement basis in terms of SEBI (issue and listing of debt securities) regulation, 2008; or
(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (issue and Listing of Non- convertible Redeemable Preference Shares) Regulations, 2013; or
(iii) Both categories of (i) and (ii) above
(b) The private companies which has listed their non-convertible debt securities on private placement basis on recognised stock exchange in terms of SEBI (Issue and Listing Of Debt Securities) Regulation, 2008;
(c) Public companies which have not listed their equity shares on recognised stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.
Effect of this amendment:
The Companies Act, 2013 make certain provisions specifically applicable to
Authored by Praveen & Adit
(A)
Authored by Praveen & Adit
Brief background:
The Ministry of Corporate Affairs (
The Ministry of Corporate Affairs, vide its notification dated 19th February 2021, has specified the following classes of companies which shall not be considered as listed companies for the purpose of Companies Act, 2013.
(a) The public companies which have not listed their equity shares on a recognized stock exchange but have listed their:
(i) non-convertible debt securities issued on private placement basis in terms of SEBI (issue and listing of debt securities) regulation, 2008; or
(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (issue and Listing of Non- convertible Redeemable Preference Shares) Regulations, 2013; or
(iii) Both categories of (i) and (ii) above
(b) The private companies which has listed their non-convertible debt securities on private placement basis on recognised stock exchange in terms of SEBI ( Issue and Listing Of Debt Securities) Regulation, 2008;
(c) Public companies which have not listed their equity shares on recognised stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.
Effect of this amendment:
The Companies Act, 2013 make certain provisions specifically applicable to
Authored by Praveen & Adit
(A)
Authored by Praveen & Adit
Brief background:
The Ministry of Corporate Affairs (
Authored by Lakshmi Rengarajan
SEBI had vide circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated 06th May 2020 had provided relaxations pertaining to opening of rights issue under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 till 31st December 2020.
In this regard SEBI has vide circular SEBI/HO/CFD/DIL1/CIR/P/20 dated January 19, 2021 further provided extension till 31st March 2021 with regard to use of alternate non-cash mechanism to ASBA facility to accept applications form the shareholders in relation to rights issue. However while opting for alternate mechanism the issuer and the lead manager shall ensure the following;
(a) The mechanism(s) shall only be an additional option and not a replacement of the existing process As far as possible, attempts will be made to adhere to the existing prescribed framework.
(b) The mechanism(s) shall be transparent, robust and have adequate checks and balances. It should aim at facilitating subscription in an efficient manner without imposing any additional costs on investors. The issuer along with lead manager(s), and registrar shall satisfy themselves about the transparency, fairness and integrity of such mechanism.
(c) An FAQ, online dedicated investor helpdesk, and helpline shall be created by the issuer company along with lead manager(s) to guide investors in gaining familiarity with the application process and resolve difficulties faced by investors on priority basis.
(d) The issuer along with lead manager(s), registrar, and other recognized intermediaries (as incorporated in the mechanism) shall be responsible for all investor complaints.
Authored by Lakshmi Rengarajan
SEBI vide the circular SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated 15th January 2021, has extended the relaxations provided to listed companies in relation to sending of annual report in physical form and appointment of proxies in relation to Annual General Meeting(
Authored by Padma Akila
In our earlier article, we had written about the Consultation Paper of SEBI proposing disclosure requirements about the approved resolution plans in respect of listed companies that are admitted for corporate insolvency resolution process under the Insolvency & Bankruptcy Code, 2016 and also proposing certain minimum public shareholding in such companies.
Changes related to approved Resolution Plan
SEBI on 8th January 2021 has brought in amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [
Authored by Aishwarya Lakshmi VM
Applicant:
Authored by Padma Akila
Date(s) of Order: 11th December 2020
Purported contravention committed: Promoters of the Company sold more than 25000 shares and failed to make requisite disclosures in terms of regulation 13(4A) of SEBI (PIT) Regulations,1992 r/w 13(5) of SEBI (PIT) Regulations,1992 r/w Regulation 12 of the SEBI (PIT) Regulations, 2015.
Persons charged and who are they:
Authored by Aishwarya Lakshmi VM
In the matter of:
Authored by Padma Akila
The Madras High Court on 7th December 2020 passed an interim injunction order in favour of Naidu Hall Family Store, the Plaintiff, restraining the Defendant from infringing the mark
Authored by Padma Akila
On 18th October 2019, the Department for Promotion of Industry and Internal Trade (DPIIT) of the Ministry of Commerce, had, wide a notification, published the draft amendment to Design Rules, 2001, inviting objections and suggestions from the public. In furtherance to the same, the Central Government, vide notification dated 25th January 2021, notified the Designs (Amendment) Rules, 2021 (
Authored by Adit N Bhuva & Sri Vidhya Kumar
The Ministry of Corporate Affairs (
Authored by Adit N Bhuva & Sri Vidhya Kumar
Brief background:
The Ministry of Corporate Affairs, had on 30th March 2020, introduced Companies Fresh Start Scheme 2020, to provide companies with an opportunity to make good any filing related defaults, irrespective of duration of default and make a fresh start as a fully compliant company.
The Scheme was in force from 1st April 2020 till 30th September 2020 and further extended to 31st December 2020.
The details of the Scheme can be accessed in http://eshwars.com/blog/opportunity-to-file-delayed-belated-returns-with-registrar-of-companies/.
Application for immunity:
The Companies which had filed belated returns/forms with the ROC under this Scheme, are required to file a form CFSS-2020, in order to get immunity from any prosecution or penalties for filing belated returns with ROC.
Time limit for filing the form CFSS-2020:
The Companies which had filed belated returns/forms with the ROC under this Scheme, has to file the form CFSS-2020 before 30th June 2021.
Authored by Aishwarya Lakshmi VM
Regulation 11 of SEBI (SAST) Regulations, 2011 [hereinafter, SAST Regulations], empowers SEBI to grant specific exemptions from the requirement of making an open offer, if the same gets triggered under Regulations 3, 4 and 5 of SAST Regulations. Here we present an analysis of the exemptions that were granted by SEBI during the calendar year 2020.
Tracing the Trajectory of Exemption Orders in 2020:
| Split up of Exemption Orders granted by SEBI in the Calendar Year 2020 |
| Exemption Orders to Family Trusts or Foundations |
25 |
| Exemption Orders to other entities |
2 |
| Total number of Exemption Order |
27 |
The two exemptions that were granted to other entities were to:
1. The Government of Jammu and Kashmir for acquiring the stake in Jammu and Kashmir Bank Limited, and
2. To Greenway Advisors Private Limited for acquiring the stake in Sturdy Industries Limited.
Both these exemption orders were based on the recommendations of the Takeover Panel.
Exemption in Jammu and Kashmir Bank Ltd.
In the Jammu and Kashmir Bank Limited matter, the Government of Jammu & Kashmir proposed to infuse Rs.500 Crores as capital towards the recapitalisation of the Target Company and to maintain the Capital Adequacy Ratio as per RBI Guidelines. Towards this transaction, shares were proposed to be issued on a preferential basis. Post preferential allotment, the J&K Government
Authored by Vignesh Kumar
Date(s) of Order
Authored by Padma Akila
Date(s) of Order
Authored by Aneeruth Suresh & K. Ramasubramanian
Authored by Deepika Venkataraman
The needs and wants of consumers are constantly changing and this plays a pivotal role in creating new products and services. All these changes spell opportunity for various business entrepreneurs thereby giving room to new business ideas. It is inevitable that with the advent of new emerging businesses, laws also needs to evolve. Given the fact that Trade Mark laws directly deal with important facets of a business, the classification and description of goods and services for filing of trademark applications and protection of brands also needs to be updated from time to time to include new lines and niche areas of businesses that are shaped by demands of consumers. In this regard, it is pertinent to note that the description of goods and services that are provided during the filing of trademark applications in India needs to be in accordance with an international system of classification of goods and services commonly knowns as the Nice Classification, which India is a party to.
The Nice International Classification System for trademarks was established by the
Authored by Padma Akila
The Intellectual Property Appellate Board (IPAB) has stayed the operation of registration of ‘N95’ as trademark. The IPAB while considering a Rectification application filed by SASSOON FAB International Pvt. Ltd., (
Authored by Padma Akila
India bowls its first ball to become a global player by signing a MOU on intellectual property cooperation with the USA on 2nd December 2020. The MOU was signed between the Commerce Ministry
Authored by Adit N Bhuva
Brief background on data bank of independent directors:
The Ministry of Corporate Affairs (
Authored by Adit N Bhuva
The Ministry of Corporate Affairs has on 17th December 2020, extended the time from which the Companies (Auditor
Authored by Padma Akila
On 17th December 2020, the Copyright office (CO) released a Public Notice, wherein it has introduced a new e-filing facility for registration of changes in particulars of copyright entered in the register of copyrights through form XV. The CO in its notice has stated that in its endeavour to enhance transparency and digital empowerment of users it has decided to introduce this e-filing facility.
Users may choose the
Authored by Lakshmi Rengarajan
SEBI had issued a circular stating the cut-off date of re-lodgment
Authored by Padma Akila R
Date of Order
Authored by Ammu Brigit
Under the Drugs and Cosmetics Act 1940 (DCA) and Drugs and Cosmetics Rules 1945 (DCR), the Central Drug Laboratory (CDL) is designated with the responsibility of analysing and testing the samples of drugs as sent to it, and to carry out other functions entrusted to it by the Central Government or by a State Government after consultation with Drugs Technical Advisory Board. Central Drug System Control Organisation (CDSCO) has recognised seven CDLs which are in Kolkata, Mumbai, Guwahati, Chandigarh, Kasauli, Hyderabad and Chennai along Indian Veterinary Research Institute, Ghaziabad, National Institute of Biologics Noida (NIB Noida) and Indian Pharmacopoeia Commission, Ghaziabad.
Out of these, CDL Kasauli, Himachal Pradesh
Authored by Lakshmi Rengarajan
SEBI vide circular dated November 3, 2020, amended its previous circular dated March 10, 2017, updating the information that is required to be submitted by listed entities to the stock exchange, before submitting the scheme of arrangement to National Company Law Tribunal (
Authored by Aishwarya Lakshmi VM
The Securities Exchange Board of India (SEBI) has issued a consultation paper soliciting public comments on or before 10th December 2020, towards the proposed amendments in SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (
Authored by Deepika & Priyadharshini
In Pursuance of the Patent (Amendment) Rules 2020 (Revised Rules 2020), the provisions with respect to Priority document and Statement of working were amended and our newsletter on the same can be accessed here: http://eshwars.com/blog/the-department-for-promotion-of-industry-and-internal-trade-dpiit-amends-the-patent-rules-2002/
In furtherance to the revised rules 2020, wide Notification No. G.S.R. 689(E) dated November 4, 2020, Patents (2nd Amendment) Rules, 2020 has come into effect.
In summary, the key amendments have an impact primarily on the following matters and the same has been set out in comparison with that of the previous rules:
1. Rule 7 and Sub rule 3
Authored by Ammu Brigit
On 6th July 2020, the National Consumer Disputes Redressal Commission (NCRDC) in Vinod Khanna vs. R.G Stone Urology and Laparoscopy Hospital & Ors (NCRDC Order), pronounced that obtaining consent in a pre-printed consent form is an unfair trade practice. Our article on analysing this NCRDC Order can be read at http://eshwars.com/blog/use-of-pre-printed-consent-forms-by-hospitals-and-doctors-time-to-relook/.
Authored by Ammu Brigit
The Insurance Regulatory and Development Authority of India (IRDAI) released few guidelines and circulars in relation to health insurance with the intention to bring in uniformity in the health insurance industry and to include certain illness within the cover of health insurance.
Time limit for settlement of insurance claims
IRDAI released Guidelines on Standardisation of General Terms and Clauses in Health Insurance Policy Contracts (hereinafter referred to as
Authored by Vignesh Kumar
INTRODUCTION:
The Securities and Exchange Board of India (hereinafter
Authored by Padma Akila R
Date(s) of Order
Authored by Lakshmi Rengarajan
SEBI had issued the Frequently Asked Questions (
Authored by Aishwarya Lakshmi VM & Padma Akila R
| Forum |
Madurai Bench of the Hon
Authored by Lakshmi Rengarajan
The High Court of Madras passed an order dated 09th October 2020, setting aside the order (
Authored by N V Saisunder
The IPAB has, vide its recent decision on 25th August 2020, directed the Registrar of Trademarks to publish that
Authored by N V Saisunder
The Department for Promotion of Industry and Internal Trade (DPIIT) of the Ministry of Commerce and Industry, vide notification dated 19th October 2020, has amended certain rules under the original Patent rules 2003, pursuant to the Patents (Amendment) Rules, 2020.(
Authored by Lakshmi Rengarajan
Promoters, directors and designated employees (
Authored by Vignesh Kumar & Padma Akila
| | | | | | |
