Corporate Professionals Blog

Marking a significant progress of the Indian subcontinent in the area of trademark law, India acceded to the Madrid Protocol on 8th April 2013, making the same effective in India beginning 8th July 2013, as per the Information Notice No. 15/2013 dated 29th May, 2013 issued by WIPO and Public Notice issued by the Controller General of Patents, Designs and Trademarks (CGPDTM) on 8th July 2013. A notification dated 5th July 2013, issued by the Ministry of Commerce and Industry, DIPP, also notified that the Trade Marks (Amendment) Rules, 2013 which incorporate provisions relating to international registration of trademarks as under the Madrid Protocol, and brings in some amendments to the existing law, have also come into force from the 8th of July 2013.

Market regulator SEBI vide General Order No. 1 of 2012 dated October 9, 2012 has issued “SEBI (Framework for Rejection of Draft Offer Documents) Order, 2012” wherein it has listed various criterion which could lead to rejection of offer documents filed for the purpose of raising funds from the public. The offer documents may be rejected if SEBI feels that the interest of the investors is prejudiced or inadequate disclosures are made in the offer document or quality of the disclosures are not reasonable or where the risk associated with the issue is high.

R ejoices its successful completion of 4 years

SEBI, at its Board Meeting held on June 26, 2012 has taken certain important decisions. The gist of the same is given herein below: 1. Platform for E-Voting by Shareholders of Listed Entities Ms. Anjali Aggrawal Vice President +919971673336 anjali@indiacp.com Top 500 listed companies at BSE and NSE based on market capitalization basis, have to now mandatorily provide for e-voting facilities in respect of those businesses to be transacted through postal ballot. 2. Manner of dealing with Audit Reports filed by listed entities In order to enhance the quality of financial reporting done by listed entities, it has been decided to put in place, a mechanism to process qualified annual audit reports filed by the listed entities It has been, inter-alia, decided that:

Meaning and Purpose: Escrow Account means a bank account which is required to be opened by an acquirer who proposes to make public announcement of offer in pursuance of regulation 3, 4, 5 and 6 of SEBI (SAST) Regulations, 2011. The Regulations have made detailed provisions regarding the Escrow Account. These provisions are contained in regulation 17 of SEBI (SAST) Regulations, 2011. Regulation 17(1) of SEBI (SAST) Regulations, 2011 provides that “Not later than two working days prior to the date of the detailed public statement of open offer for acquiring shares, the acquirer shall create an escrow account towards security for performance of his obligations under these regulations, and deposit in escrow account such aggregate amount as specified. The purpose of these provisions is to ensure that the acquirer has sufficient funds to pay the consideration under the offer and he has secured sufficient financial arrangement. I. Timing of opening of Escrow Account: [Regulation 17(1...

The term Competing Offers refers to an offer given by any other person (Competitor Acquirer) after an offer has already been given by an acquirer to the shareholders of the Target Company to acquire the shares held by them.  E.g. If ‘A’ (Acquirer) has already given an Open Offer in terms of SEBI (SAST) Regulations, 2011 to the shareholders of X Ltd. (Target Company) and subsequently during the relevant period, B (any other person) also gives the similar offer to the shareholders of the Target Company, then offer given by B shall be termed as ‘Competing Offer’ in terms of these regulations. L egal Provision Regulation 20 of SEBI (SAST) Regulations, 2011 deals with the concept of Competing Offer. As per regulation 20 (1), Upon a public announcement of an Open Offer for acquiring shares of a Target Company being made, any person, other than the acquirer who has made such public announcement, shall be entitled to make a public announcement of an Open Offer within fifteen work...