The Department of Industrial Policy and Promotion (“DIPP”) issued Press Note 1 of 2018 (“Press Note”) on January 23, 2018 amending the extant consolidated Foreign Direct Investment Policy Circular of 2017 (“FDI Policy”). The key amendments to the FDI Policy are discussed below.
100% foreign direct investment (“FDI”) has been permitted in the SBRT sector under the automatic route.
Currently, there is a requirement that in respect of proposals involving foreign investment beyond 51%, sourcing of 30% of the value of goods purchased, will be done from India, preferably from MSMEs, village and cottage industries, artisans and craftsmen, in all sectors. Pursuant to the Press Note, an SBRT entity has been permitted to set off its incremental increase in the sourcing of goods from India for global operations against the mandatory sourcing requirement of 30% of purchases from India, during the initial 5 years beginning 1st April of the year of opening of its first store. Incremental sourcing has been defined as the increase in terms of value of such global sourcing from India for that single brand (in INR) in a particular financial year from India over the preceding financial year by non-resident entities undertaking SBRT, directly or through their group companies. Post completion of the 5-year period, the mandatory sourcing requirement of 30% from India, on an annual basis will be applicable.
Sourcing norms will not be applicable upto 3 years from commencement of SBRT business having ‘state-of-art’ and ‘cutting edge’ technology and where local sourcing is not possible.
FDI in the SBRT sector is further subject to the following conditions:
i. Products sold should be of ‘single brand’” only.
ii. Products sold in India should be sold under the same brand even outside India.
iii. ‘Single brand’ retail trading will cover only those products which are branded during their manufacturing process.
iv. A foreign entity (whether owner of the brand or otherwise) is permitted to undertake SBRT business in India for a specific brand, either directly by the brand owner or through a legally tenable agreement executed between the Indian entity undertaking single brand retail trading and the brand owner.
Paving the way for privatisation of the national carrier Air India, foreign airlines have been allowed to invest up to 49% in Air India under the government approval route subject to: (a) the total foreign investment in Air India (including that of foreign airlines) not exceeding 49%; and (b) substantial ownership and effective control being vested in Indian nationals.
Prior to the amendment, foreign investment into an Indian company, engaged only in the activity of investing in the capital of other Indian company/ LLP, required prior Government approval, regardless of the amount or extent of foreign investment. The Press Note states that 100% foreign investment under the automatic route would be permitted in ‘Investing Companies’ registered as NBFCs with Reserve Bank of India and regulated overall. It has also been clarified that foreign investment in core investment companies is permitted under the Government approval route.
It has been clarified that real-estate broking business does not amount to real estate business and 100% FDI is permitted in the real-estate broking business under the automatic route.
For sectors under the automatic route, issuance of shares for non-cash consideration is permitted without any requirement of obtaining government approval. Forms of non-cash consideration against which equity shares can be issued are import of capital goods/ machinery/ equipment (excluding second hand machinery) and pre-operative/ pre-incorporation expenses (including payment of rent etc). The issuance of equity is however, subject to reporting requirements.
In a bid to create more opportunities for Indian audit firms, restrictive conditions have been imposed with respect to using international audit firms. In case a foreign investor specifically wants an international audit firm to conduct audit of an Indian investee company, then a joint audit should be carried out wherein the two auditors should not be part of the same network.
In the power exchange sector, the restriction imposed on Foreign Institutional Investor (FII) and Foreign Portfolio Investment (FPI) to make purchases only in the secondary market has been removed.
Application involving investments falling under the automatic route from Countries of Concern (such as Bangladesh and Pakistan) and requiring security clearance shall be examined by DIPP. Applications involving investments requiring government approval shall be examined by the nodal administrative ministries/departments.
Pursuant to the protocol for amendment of the India-Mauritius Double Taxation Avoidance Agreement (“Protocol”) signed between India and Mauritius on May 10, 2016, India was able to tax capital gains arising from sale of shares of an Indian company, acquired on or after April 1, 2017. However, the Protocol provides for a grandfathering clause by allowing the benefits of the earlier tax regime in cases of transfer of shares acquired before April 1, 2017. Under the earlier tax regime, tax on sale of shares of an Indian company was residencebased and therefore tax imposed on the sale of shares of an Indian company was at the rates applicable in the country where the seller resided. As no tax was imposed on capital gains in Mauritius, it became a popular investment route for investors investing in India.
On November 8, 2017, an order was passed by the Authority of Advance Ruling (“AAR”) in the matter of AB Holdings, Mauritius II1 (“AAR Order”) denying the grandfathering benefit to AB Mauritius under the Protocol.
AB Mauritius, a Mauritius tax resident, was incorporated in Mauritius in 2003 and held 99% of the shares of AB India. In its application before the AAR, AB Mauritius requested an advance ruling on taxability of capital gains arising on transfer of its shares held in AB India to its subsidiary AB Singapore (which was incorporated in August 2011).
The C Group consisting of 2 US based entities, viz. C Equity Portfolio and C Affiliates Fund LP cumulatively held around 79% shareholding in AB Mauritius. The sole purpose of incorporation of AB Mauritius by the C Group was to invest in India and other Asian markets.
Shares in AB India were initially acquired by AB Mauritius pursuant to a stock purchase agreement (“SPA”) with AB Inc. and US Inc (collectively, the “Sellers”), in which the C Group was also a party. AB Mauritius also made substantial followon investments in the Indian company, AB India. The shares of AB Mauritius held in AB India were subsequently transferred to AB Singapore on March 30, 2012 as part of their corporate strategy to support the business in Asia-Pacific region.
In its application, AB Mauritius stated that it is entitled to avail the benefits of the India-Mauritius Double Taxation Avoidance Agreement as it is a company incorporated in Mauritius and is a tax resident of Mauritius. Therefore, capital gains arising from the transfer of shares of AB India by AB Mauritius to AB Singapore is not liable to be taxed in India and consideration received by AB Mauritius will not be subject to any withholding tax.
The primary issue in this case was whether AB Mauritius can be termed as the owner of 99% shareholding in AB India to avail the benefits of the Protocol.
To examine the said issue, AAR examined the provisions of the SPA. Following were the key observations of the AAR on examination of the SPA:
Further, AAR noted that the board resolutions passed by the board of AB Mauritius did not suggest if there were any decisions or discussions held during the board meetings regarding authorisation of Mr. S, the managing director of C Group to sign the SPA. It was only after a year that Mr. S informed the board of directors of AB Mauritius about the acquisition of shares of AB India by AB Mauritius when the board was directed to ratify the investment made in AB India. The board of AB Mauritius was also directed to incorporate the acquisition transaction in the accounts of AB Mauritius.
AAR in its order stated that since the transactional documents were signed by the managing director of the C Group and the consideration was paid by the C Group, AB Mauritius could not be considered as the owner of the shares transferred to it under the SPA. The board of AB Mauritius was neither managing nor controlling the crucial investment decisions of the company. The key investment decisions were taken by the promoter group i.e. the C Group. AAR held that simply interposing its name for the purpose of making an investment of shares belonging to the C Group, and deriving tax benefit from the same, is not permissible.
AAR held that that the C Group were the owners of the shares of AB India and therefore AB Mauritius would not be entitled to the benefit of the India-Mauritius Double Taxation Avoidance Agreement.
AAR observed:
“[I]n a case where the parent acts on behalf of its subsidiary and takes all its decisions, corporate veil between the company’s subsidiary and its parent stands torn, not at the instance of the revenue, but by the conduct of the group itself. In the instant case where the companies are acting together as a group having “C? Group’s Director sign agreements on behalf of another, without formally being on the Board and moving consideration to the convenience of the whole group, it can hardly be said that they are separate entities in substance. … In this case where the parent had signed the collusive agreements of the subsidiary on its behalf and paid the consideration for the same, the subsidiary could not be considered as an owner of the shares transferred to it, even though entries have been made in the books.”
Thus, as per the AAR, in order to avail the benefit of the grandfathering provision of the Protocol, it has to be first shown that the shares proposed to be transferred were actually beneficially owned by the Mauritius entity. Otherwise lifting of the corporate veil would be permissible.
On December 11, 2017, the Competition Commission of India (“CCI”) passed an order2 under section 43A of the Competition Act, 2002 (“Competition Act”) imposing a penalty of Rs. 5 lac on ITC Limited (“ITC”) for its failure to notify a combination in accordance with section 6(2) of the Competition Act.
The combination related to ITC’s acquisition of the trademarks ‘Savlon’ and ‘Shower to Shower’, along with certain attendant inventories, know-how and promotional material, from Johnson & Johnson Group by way of 2 separate asset purchase agreements entered into on February 12, 2015 (“Transaction”).
Section 6 read with section 5 of the Competition Act requires prior approval of CCI for any combination which exceeds a certain asset and turnover threshold. Under section 5 of the Competition Act combinations include an acquisition of control, shares, voting rights or assets, or a merger or amalgamation. In terms of section 6(2) of the Competition Act, an enterprise, which proposes to enter into a combination, is required to give notice to CCI, disclosing the details of the proposed combination, within 30 days of execution of any agreement or other documents for acquisition. Further, as per section 6(2A) of the Competition Act, a combination cannot come into effect until 210 days have passed from the date of filing of the notice with CCI or the date on which CCI has passed any order under section 31 of the Act, whichever is earlier.
CCI issued a show cause notice to ITC to explain how it has not contravened the provisions of section 6(2) read with section 6(2A) of the Competition Act.
ITC argued that only an acquisition of an enterprise would amount to a combination and not an acquisition of a trademark. ITC further submitted that ITC did not acquire the entire business of the products sold under the ‘Savlon’ and ‘Shower to Shower’ trademarks, but rather had merely purchased the said trademarks and incidental rights, property and/ or interests.
ITC also argued that the Transaction was exempt under Item 3 of Schedule I of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (“Combination Regulations”). Item 3 of Schedule I of the Combination Regulations provides an exemption for acquisition of assets not directly related to the business activity of the party acquiring the assets or made solely as an investment or in the ordinary course of business so long as such an acquisition inter alia does not lead to acquisition of control of the enterprise whose assets are being acquired.
ITC argued that purchase of trademarks was not directly related to the business activity of ITC as it was not present in the relevant markets which relates to antiseptic liquid, antibacterial soap/ hand wash and prickly heat powder. It also argued that such acquisition was in the ordinary course of business of ITC and did not lead to control by ITC over the enterprise from whom the trademarks were acquired.
ITC also contended that since the consummation of Transaction, the Government of India had by way of a notification dated March 27, 2017 (“MCA Notification”) modified the rules governing notifiability of asset acquisitions. It was argued that as per the MCA Notification, in the event of an asset acquisition, only the value of assets and turnover derived from the target assets needed to be considered for the purposes of the de minimis exemption. Thus, it was argued that applicability of the MCA Notification would make the transaction exempt from the notification requirements under the Competition Act.
CCI held that as on the date of acquisition of the trademarks, the jurisdictional thresholds prescribed by section 5 (a) (i) (A) of the Competition Act were met and accordingly such acquisition of trademarks was required to be notified to CCI.
Regarding ITC’s contention that trademarks do not tantamount to an ‘acquisition of an enterprise’ as required under section 5 of the Competition Act, CCI held that acquisition of certain assets of an enterprise (which in this case were trademarks) would also be a combination if the prescribed thresholds are met.
In relation to the argument of ITC that the acquisition of trademarks was not directly related to its business activities and was in the ordinary course of business, CCI held that although ITC did not operate in the business of antiseptic liquid or antibacterial soap/ hand wash or prickly heat powder in respect of which the acquired trademarks were being used, it was operating in the field of personal care products, which includes antiseptic liquid or antibacterial soap/ hand wash or prickly heat powder. CCI further held that purchase of intellectual property of a competitor by a business enterprise cannot be construed as being a transaction in the ordinary course of its business.
On the applicability of the MCA Notification, CCI held that the MCA Notification does not have retrospective application. Hence, even though the show-cause notice against ITC was issued by CCI on March 29, 2017 (which is post issuance of the MCA Notification), operation of such notification would not have a retrospective application as the asset purchase agreements, triggering the notification requirements, were signed on February 12, 2015. Accordingly, CCI was of the view that based on the value of assets and turnover of the parties to the combination as provided by ITC, on the date of the agreement for acquisition of ‘Savlon’ and ‘Shower to Shower’ trademarks along with other related assets by ITC, the jurisdictional thresholds prescribed by section 5(a)(i)(A) of the Competition Act were met.
The order of the CCI, inter alia, sheds light on the scope of Item 3 of Schedule I of the Combination Regulations. Combinations which envisage or are likely to cause a change in control or are of the nature of strategic combinations including those between competing enterprises or enterprises active in vertical markets may not get benefit of the relaxation pursuant to regulation 4 read with Schedule I of the Combination Regulations.
In a recent decision3 , the National Company Law Appellate Tribunal (“NCLAT”) discussed the scope of the powers and duties of the National Company Law Tribunal (“NCLT”) while approving a scheme of amalgamation. The decision is an important one, because in this matter, even though BSE Limited (“BSE”), Securities and Exchange Board of India (“SEBI”), Registrar of Companies (“RoC”), Regional Director (“RD”) and Official Liquidator (“OL”) did not object to the scheme of amalgamation, and further the shareholders and creditors approved the scheme, NCLT rejected the scheme on the ground that the same was not in the interest of the shareholders of the transferee company and no public interest was involved.
In the said matter, pursuant to a scheme of arrangement, Wiz Kids Limited (“Transferor”), an unlisted company, was proposed to be amalgamated into Avantel Limited (“Transferee”), a listed company (“Scheme”). The share exchange ratio was 100 equity shares in the Transferee of face value of Rs.10 each for every 289 equity shares of Rs.10 each held by such member in the Transferor. The Scheme was approved by 99.999% of the shareholders of the Transferee. No objection from BSE, SEBI, RoC, RD and OL were filed with NCLT, Hyderabad Bench. However, NCLT rejected the Scheme vide its order dated July 13, 2017.
While rejecting the Scheme, NCLT observed that despite being incorporated on October 15, 2004, the Transferor had not initiated any commercial operations for 13 years and therefore no profit and loss account was prepared. A perusal of the documents showed that the cash flow statement also did not form a part of the Transferor. As a result, income from business was nil. In fact, the Transferor only had income from a fixed deposit amounting to Rs. 85,490 for the year ended March 31, 2016. The value of the Transferor was approximately Rs. 22.32 lac.
On a perusal of the share exchange ratio, NCLT observed that the shares were to be allotted by the Transferee to the common promoters of the Transferor and Transferee. NCLT observed that none of BSE, SEBI, RoC, RD or OL had scrutinized this aspect, i.e. financial benefit accruing merely to the few common promoters for an amount of approximately Rs. 12 crores for a networth or value of approximately Rs. 22.32 lac. The Transferor was promoted by the promoters of the Transferee who held 99.90% of the paid up capital of the Transferor. The Scheme that was circulated to the shareholders and creditors did not have a list of names of shareholders or directors of both the companies and there was no disclosure that the shares of the Transferee would be allotted to the common promoters of the Transferor. NCLT observed that the absence of this vital information in the Scheme indicated that the stakeholders could not take a wellinformed decision on whether to approve or reject the Scheme.
In light of the above, NCLT held as follows:
“Therefore, we are of the considered view that the amalgamation of scheme in question is beneficial only for the common promotors of both the companies and public interest is not being served as envisaged in the scheme. Moreover the rationale, objective and purpose of scheme as stated is not justified based on the above facts/discussions. Therefore, we deem it fit not to sanction/confirm the scheme as prayed for.” (sic) (emphasis added)
On appeal to NCLAT, NCLAT observed that there was no dispute that compliance under the law had been done and no objection certificates from the relevant authorities had been obtained and that the conclusion arrived at by the NCLT was on the basis of a reservation expressed in the valuation report.
With respect to the rationale for the Scheme, the NCLAT held that future projections, if based on past performance, would be sound basis, however, the past performance of the Transferor did not indicate that the future projections would be met. NCLAT held that one of the objectives of the Scheme should be that it is fair to the interest of all the shareholders and not only to a ‘few’ among them. In the Scheme, the interests of promoters had been kept in mind and was well protected whereas for the other shareholders, it depended on the future performance, which was uncertain. NCLAT held that this clearly showed that the entire Scheme had been designed just for the benefit of the promoters. Further, the projection given could only be a guess and not a forecast. While, the benefit of the Scheme would immediately flow to the promoters, for the other shareholders, the benefit would be contingent upon the realisation of the revenue in future. The figures had been given by the management and had been accepted by the valuer as they were and the valuer had disclaimed accuracy.
NCLAT went on to state that the NCLT consists of both judicial and technical members as per section 409(3) of the Companies Act, 2013. Therefore, the NCLT has enough expertise to look into the Scheme and also to check whether it is just and fair to all shareholders.
NCLAT stated the following with respect to the duties of the NCLT:
“It has a duty to act in public interest. In the matter of company, it needs to see if it is in the interest of all the shareholders and the company. In the light of this it is desirable not to look into the mathematical details but a broad look For Private Circulation 8 | P a g e at the scheme of amalgamation. If it shows that there are wide variation in the valuation as can be achieved, it will be desirable that expertise available in the Tribunal has to look so that unfair advantage does not flow to one of the group of shareholders or the other. We are noting in this case that the net worth as reported by the Tribunal below is Rs.22.32 lakhs and the valuation at Rs.5.05 crores is having a considerable variation making it imperative to have a broad look into it. The look by the Tribunal into the issue may not be looking into too much mathematics of the scheme and may be in the best interest and protection of the stakeholders. After noticing the same the Tribunal has come to the conclusion that the Scheme of amalgamation is beneficial to the promoters only. The Tribunal has justified its discretion to reject the amalgamation. We do not find mitigating factors to differ with the same.” (emphasis added)
Thus, NCLAT vide order dated December 21, 2017 upheld the order of NCLT
This decision of NCLAT is significant against the backdrop of several judicial precedents where it has been held that a court while sanctioning a scheme would not act as a court of appeal and sit in judgment over the informed view of the concerned parties to the compromise as the same would be in the realm of corporate and commercial wisdom of the concerned parties. However, the court has to be satisfied that the scheme for amalgamation or merger was not contrary to public interest. In this matter, a scheme being found to be beneficial to the promoters only, was held to be a valid ground for rejecting the scheme.
Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) requires listed companies desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, to file the draft scheme with the stock exchange(s) for obtaining an observation letter or no-objection letter, before filing such scheme with any Court or Tribunal.
SEBI inserted regulation 37(6) of the LODR Regulations by way of an amendment exempting a company from filing a draft scheme of arrangement with the relevant stock exchange before it is filed with a court or a tribunal, if any wholly owned subsidiary is to be merged with its holding company. Until this amendment, regulation 37 was applicable to every listed company proposing any kind of scheme of arrangement including ones with its wholly owned subsidiaries.
On December 13, 2017, SEBI published an informal guidance issued on September 13, 2017 to Renaissance Jewellery Limited (“RJL”) with respect to the provisions of regulation 37 of the LODR Regulations.
In the said matter, RJL, a listed company, sought to merge its unlisted wholly owned subsidiary, N Kumar Diamond Exports Limited (“NKDEL”) and House Full International Limited (“HFIL”), which is a subsidiary of NKDEL, with RJL. NKDEL held 55% of the paid-up share capital of HFIL and the remaining paid-up share capital of HFIL was held by RJL.
The issue before SEBI was whether the proposed merger of NKDEL and HFIL with RJL is exempted under regulation 37 of the LODR Regulations.
SEBI noted that RJL not only directly held 45% of the paid-up share capital of HFIL but also held the balance 55% of the paid-up share capital of HFIL indirectly through NKDEL
SEBI took the view that HFIL can be categorised as a wholly owned subsidiary of RJL for the purposes of the LODR Regulations and the exemption under regulation 37(6) of the LODR Regulations will be available for the proposed merger of HFIL and NKDEL with RJL, if the scheme solely provides for amalgamation of NKDEL and HFIL with RJL.
On January 3, 2018 SEBI issued a circular amending its earlier circular dated March 10, 2017 (“March 10 Circular”) that laid down the framework for schemes of arrangement by listed entities (“January 3 Circular”).
The key amendments introduced by the January 3 Circular are as follows:
The March 10 Circular provided an exemption to mergers involving wholly owned subsidiaries with its parent company from complying with the said circular. The January 3 Circular has added the term ‘or its division’ in connection with a wholly owned subsidiary. Thus, schemes providing for the merger of a division of a wholly owned subsidiary with its parent would be exempted.
The January 3 Circular provides that the valuation report and fairness opinion for a scheme have to be provided by an independent chartered accountant and an independent merchant banker respectively. The January 3 Circular further clarifies that the merchant banker and the chartered accountant shall not be “treated as independent in case of existence of any material conflict of interest among themselves or with the company, including that of common directorships or partnerships.”
The pre-scheme public shareholding percentage of the public shareholders of the listed entity and qualified institutional buyers of the unlisted entity, in the post scheme shareholding pattern of the merged company on a fully diluted basis is required to be at least 25%. Earlier such percentage was not to be calculated on a fully diluted basis.
The March 10 Circular required a specified set of documents to be submitted to the stock exchanges by listed entities after sanction of a scheme. The documents included the result of vote by shareholders approving the scheme, a statement explaining the changes (if any) in the scheme as compared to the draft scheme along with reasons for the same, a register of complaints, a copy of the order sanctioning the scheme and a few others. This provision in the March 10 Circular has been deleted pursuant to the January 3 Circular.
Under the March 10 Circular, there is a requirement of a lock-in of the entire pre-scheme share capital in case of a hiving-off of a division from a listed entity into an unlisted entity. The January 3 Circular states that such lock-in will also apply in case of a merger of a listed company into an unlisted company and not just in case of a hiving-off of a division from a listed entity into an unlisted entity.
The January 3 Circular permits the locked-in shares to be pledged with any scheduled commercial bank or public financial institution as collateral security for loans granted by such banks or financial institutions, if pledge of shares is one of the terms of sanction of the loan. Further, the January 3 Circular provides that shares locked-in, can be transferred ‘inter-se’ among the promoters in accordance with regulation 40 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
The March 10 Circular mandated that all listed entities complete steps for listing within 30 days of sanction of a scheme and begin trading within 45 days of sanction of the scheme by NCLT. The January 3 Circular states that the securities are required to be listed and traded within 60 days of the date of receipt of sanction order.
On December 5, 2017 SEBI published an informal guidance issued to PNB Housing Finance Limited (“PNBHFL”) with respect to the applicability of regulation 26(6) of the LODR Regulations to an ex-gratia payment that was to be made to PNBHFL by M/s Destimoney Enterprises Limited, Mauritius (“DEL-M”). Regulation 26(6) of the LODR Regulations requires all listed companies to seek approval from the board of directors and public shareholders of the company in case an agreement is proposed to be entered into by an employee (including key managerial personnel) or director or promoter of the listed company for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entities.
In the said matter, DEL-M had acquired 49% of the shareholding in PNBHFL through its downstream subsidiary, M/s Destimoney Enterprises Limited, India (“DEL-I”) in 2009.
In 2015, Quality Investments Holdings, Mauritius acquired the entire shareholding of DEL-I held by DEL-M (which constituted more than 95% of the shareholding of DEL-I) at a premium. Since DEL-M received an excellent return on its investment in the shares of PNBHFL through its erstwhile subsidiary DEL-I, DEL-M wished to make an ex gratia payment to the members of the senior management team of PNBHFL in order to show its appreciation for their co-operation and support.
PNBHFL listed its shares on BSE Limited and National Stock Exchange of India on November 7, 2016.
The question before SEBI was whether, in the present case, regulation 26(6) of the LODR Regulations would be applicable and PNBHFL would be required to obtain approval of the board of directors and public shareholders of PNBHFL in order for the ex gratia payment by DEL-M considering the fact that:
a. There was no dealing or transfer of shares of PNBHFL and DEL-I still held the shares of PNBHFL;
b. The ex gratia payment is being provided as a reward for the high return on investment on sale of shares of DEL-I in 2005 when PNBHFL was not a listed company; and
c. DEL-M does not hold any investments in PNBHFL directly or indirectly.
SEBI observed that although there was no direct dealing in the securities of PNBHFL by DEL-M, since the shares of PNBHFL were the principal assets of DEL-I, therefore there was indirect dealing in the securities of PNBHFL. Further, notwithstanding the fact that the dealings in the securities of PNBHFL had occurred when PNBHFL was unlisted, the proposal to make ex-gratia payment was made when PNBHFL was a listed company. Therefore, regulation 26(6) of the LODR Regulations would have to be complied with.
This update has been contributed by Adity Chaudhury (Partner), Riya Dutta (Associate), Abhay Jain (Associate), Abhisek Mohanty (Associate) and Deeya Ray (Associate).
1 A.A.R. No. 1128 of 2011.
2 Combination Registration No.C-2017/02/485.
3 Wiki Kids Limited v. Regional Director, Company Appeal, (AT) No.285 of 2017 (Order dated December 21, 2017).
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