SEMINAR ON PRIVATE EQUITY
|
|
- Melina Blake
- 6 years ago
- Views:
Transcription
1 SEMINAR ON PRIVATE EQUITY KEY TERMS IN SHARE SUBSCRIPTION AGREEMENT The Western India Regional Council of the Institute of Chartered Accountants July 7, 2012 Ms. Anjuli Sivaramakrishnan Partner Kochhar & Co. 1
2 CONTENTS Brief overview of a PE transaction Life Cycle of a PE investment Key terms of the investment documents 2
3 OBJECTIVES OF A PE-INVESTMENT Risk free funding; Supporting the growth of the investee company; Providing management and strategic advice; Return on the investment. 3
4 PE versus DEBT FUNDING PE Investor Lender Participation rights Substantial Minimal Multiple investors Utilization of the funding Difference in the role of the investor/lender Valuation linked to net worth No restriction Partner Rate of interest unrelated to net worth or growth Stipulated and restricted Third party 4
5 TYPES OF PE FUNDS OFFSHORE Compliance with FDI norms, RBI pricing guidelines etc. No other registrations required DOMESTIC Registration under the SEBI (Alternative Investment Funds) Regulations, 2012 as Category II investor 5
6 TYPES OF INSTRUMENTS Type of Instrument Equity Convertible Instruments Convertible Debentures Convertible Preference Shares For Offshore funds, the instrument issued has to be compulsorily convertible to equity else ECB (External Commercial Borrowing) norms would become applicable Typically, offshore PE funds opt for compulsory convertible preference shares 6
7 LIFE CYCLE Proposal by Investee IPO Sale of Shares Buy Back Evaluation by PE investor Exit Legal and Financial due diligence Portfolio Management Closing Term Sheet (Commercials are agreed) Negotiation and preparation of definitive documentation Execution of Documents 7
8 INVESTMENT DOCUMENTATION Share subscription Agreement Primary Share Purchase Agreement Secondary Shareholders Agreement 8
9 KEY TERMS OF INVESTMENT DOCUMENTS Key terms and investor rights would depend upon several factors: The purpose of the investment viz-a-viz the investor and investee Extent of Shareholding Sector specific requirements Core business of company Outcome of Due Diligence 9
10 KEY TERMS OF THE INVESTMENT DOCUMENTS Equity Structure & Subscription / Purchase Clause Conditions Precedent to Closing Conduct of Business & Confidentiality Representations Covenants Investor Rights Closing Exit Options Indemnification & Remedies Legalese 10
11 EQUITY STRUCTURE AND SUBSCRIPTION / PURCHASE CLAUSE Ascertain the existing equity and control structure based on existing shareholder agreements, if any, and agree upon the structure post the investment, of the investee. Subject to fulfillment of CPs, express undertaking to subscribe / purchase shares at the agreed price Effect increase in authorized share capital, if required IMPORTANCE Minority rights/majority rights/veto rights available through statute or contract NOCs which may be required from other shareholders 11
12 CONDITIONS PRECEDENT TO CLOSING Appropriate amendments to the MOA / AOA Taking steps to remedy all red / orange / green flag issues Obtaining necessary approvals, if required Taking necessary corporate actions required to effectuate the proposed subscription (i.e. special resolution, NOC etc) 12
13 CONDUCT OF BUSINESS & CONFIDENTIALITY Reasonable restrictions with respect to business, liabilities etc. Non-Disclosure Obligations with respect to terms and negotiations Public announcements and media management No discussion with third parties 13
14 REPRESENTATIONS Representations form the basis of the investment & a breach thereof could be an event of default Illustratively, representations made by the investee would include the following: Existence, capacity and authority to contract Issued and outstanding share capital Unencumbered shares Authorizations, permits and compliance with applicable laws Material agreements, financial statements, assets and taxes Anti competitive issues Litigation, arbitration & administrative proceedings Accuracy and completeness of due diligence disclosures No material adverse change 14
15 COVENANTS Covenants could be both affirmative and negative Illustratively, covenants would be as follows: Undertake business according to law Maintain business licenses and approvals Submission of reports Business plan Intimate regarding change in ownership Milestones to be achieved Intellectual property No default of third party contracts Related party transaction No conflict of interest Non Compete 15
16 INVESTOR RIGHTS The parties generally negotiate on the following aspects: Right to appoint directors on the Board of Directors, committee of directors Information, visit and audit rights Agreement as to return on investment Affirmative voting rights in board and shareholder meetings: Raising of debts Acquisition or Disposition of assets Transfer of shares Entering into business contracts exceeding an agreed threshold amount Issuance of further shares or debentures or guarantees Business Plan Change in business or objects of the investee company Related party transactions Merger, amalgamation, re-organization ESOP Any action having a material adverse effect on the investor 16
17 INVESTOR RIGHTS Right of First Refusal Rights of First Offer Tag along/drag along rights Anti-dilution rights Liquidation preference 17
18 CLOSING Place and Date of Closing Closing Actions (fulfillment of CPs) Escrow Arrangement Allotment / transfer of shares Post closing actions Reconstitution of the Board RBI filings (if required) Public announcement 18
19 EXIT OPTIONS IPO GDR / ADR Listing Put and Call Option Transfer of shares to third party Buy back 19
20 INDEMNIFICATION AND REMEDIES Mechanism for breach Remediation Indemnification Events of default Consequences of event of default 20
21 LEGALESE Governing law & Jurisdiction Dispute Resolution Waiver Assignment Cost and expenses Notices Severability Stamp duty Counterparts Force majeure Change in law Consistency 21
22 THANK YOU 22
FEMA Updates Foreign Exchange Management (Transfer or Issue of Security by a
FEMA Updates Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 December 27, 2017 In Foreign Exchange Management Act, 1999 (FEMA) one of the
More informationPRESENTATION BY: April 10, Wadia Ghandy & Co., Mumbai 1
PRESENTATION BY: April 10, 2014 Wadia Ghandy & Co., Mumbai 1 Legal Overview Legislations et al Foreign Exchange Management Act, 2000 and Notifications issued thereunder. Securities Contract Regulation
More informationLIC HOUSING FINANCE LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION
1. OBJECTIVE LIC HOUSING FINANCE LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
More informationRBI/FED/ /60 FED Master Direction No. 11/ January 4, 2018 (Updated as on January 12, 2018)
RBI/FED/2017-18/60 FED Master Direction No. 11/2017-18 January 4, 2018 (Updated as on January 12, 2018) To, All Authorised Dealer Category I banks and Authorised banks Madam / Sir, Master Direction Foreign
More informationWitnesseth. Page 1 of 24
Model Listing Agreement for listing of Indian Depository Receipts issued by the issuing companies whose securities market regulator is signatory to the Multilateral Memorandum of Understanding (MMOU) of
More informationForeign Investments in NBFCs Concerns & Limitations
THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA Foreign Investments in NBFCs Concerns & Limitations September 3, 2011 Sahil Shah Karan Kalra Topics Key Regulations Types of NBFCs FDI Regime FII Route Setting-Up
More informationDue Diligence and Corporate Compliance Management 377
Due Diligence and Corporate Compliance Management : 1 : RollNo... Time allowed : 3 hours Maximum marks : 100 Total number of questions : 8 Total number of printed pages : 5 NOTE : Answer SIX questions
More informationPOLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR INFORMATION
POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR INFORMATION 1. INTRODUCTION The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
More informationHPCL S POLICY FOR DETERMINATION OF MATERIALITY OF EVENT / INFORMATION
1. PREAMBLE: HPCL S POLICY FOR DETERMINATION OF MATERIALITY OF EVENT / INFORMATION 1.1 This Policy shall be called Policy for Determination of Materiality of Event / Information (hereinafter referred to
More informationNegotiating Series A Term Sheets
Negotiating Series A Term Sheets Benjamin M. Hron Bhron@mccarter.com 617.449.6584 @HronEsq James F. Coffey jcoffey@mccarter.com 617.449.6533 @hopbos Twitter #mecic 11.20.13 Refresher: What is a Term Sheet
More informationTerm Sheets for Advanced and Financing Rounds
Term Sheets for Advanced and Financing Rounds Dr. Christian Wenger Dr. Beat Speck Zurich, Oktober 25, 2011 1 Introduction The Speakers Handouts Raise your voice! Zurich, Oktober 25, 2011 2 1 Agenda 1.
More informationRegister now for your free, tailored, daily legal newsfeed service. Register
Page 1 of 5 We use cookies to customise content for your subscription and for analytics. If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information
More informationNegotiating Series A Term Sheets
Negotiating Series A Term Sheets Benjamin M. Hron Bhron@mccarter.com 617.449.6584 @HronEsq Part I: 10.06.16 Part II: 10.20.16 What is a Term Sheet Control Terms v. Economic Terms Standard Agreements Stock
More informationSUNDARAM BRAKE LININGS LIMITED
I. INTRODUCTION POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS (As approved by the Board of Directors in their Meeting held on 24.05.2016) Securities and Exchange Board of India (SEBI) has introduced
More informationHOUSING DEVELOPMENT FINANCE CORPORATION LIMITED POLICY ON DETERMINATION OF MATERIALITY
HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED POLICY ON DETERMINATION OF MATERIALITY 1 Approving Body: Board of Directors vide resolution dated October 26, 2015 Original Issue Date: October 26, 2015,
More informationFOREIGN DIRECT INVESTMENT
FOREIGN DIRECT INVESTMENT INDEX FOREIGN DIRECT INVESTMENT... 2 FDI CAP... 3 PROHIBITION ON INVESTMENT IN INDIA... 3 ELIGIBLE ENTITIES... 4 TYPE OF INVESTMENTS... 5 INVESTMENT IN SMALL SCALE INDUSTRIAL
More informationGuatemala Negotiated M&A Guide
Guatemala Negotiated M&A Guide Corporate and M&A Law Committee Contact Rafael Alvarado-Riedel Consortium Legal Guatemala City, Guatemala ralvarado@consortiumlegal.com INTRODUCTION Mergers and acquisitions
More informationTemplate due diligence document list (M&A transactions)
Template due diligence document list (M&A transactions) User notes This Due Diligence Document List is a list of legal documents for review by potential purchasers of the shares or assets of a target company
More informationINDUSIND BANK LIMITED
INDUSIND BANK LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION Page 1 of 7 I. Regulatory Landscape Securities and Exchange Board of India notified the SEBI (Listing Obligations and
More informationRBI revamps FDI Regulations
RBI revamps FDI Regulations By CS Vinita Nair, Partner Vinod Kothari & Company RBI vide notification No. FEMA 20(R)/ 2017-RB dated 7 th November 2017 issued Foreign Exchange Management (Transfer or Issue
More informationHindustan Construction Co. Limited. Policy for determining materiality of events/information
Hindustan Construction Co. Limited Policy for determining materiality of events/information I. Objective II. Compliance with Regulation 30 of LODR In terms of Regulation 30 of the SEBI (Listing Obligations
More informationGRYPHON ONLINE SAFETY, INC.
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
More informationJUBILANT LIFE SCIENCES LIMITED (CIN: L24116UP1978PLC004624)
JUBILANT LIFE SCIENCES LIMITED (CIN: L24116UP1978PLC004624) Registered Office: Bhartiagram, Gajraula, District Amroha - 244 223,Uttar Pradesh, India E-mail: investors@jubl.com, Website: www.jubl.com, Phone
More informationINDRAPRASTHA GAS LIMITED. (Policy for determination of Materiality and Disclosure)
INDRAPRASTHA GAS LIMITED I. PREAMBLE (Policy for determination of Materiality and Disclosure) The Board of Directors of Indraprastha Gas Limited ( Company ) has adopted the Policy for Determination of
More informationSURYA ROSHNI LIMITED Policy on determination of materiality of events/ information for making disclosures by the Company.
SURYA ROSHNI LIMITED Policy on determination of materiality of events/ information for making disclosures by the Company. PURPOSE OF POLICY In an endeavor to promote transparent and close communication
More informationROLTA INDIA LIMITED POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR INFORMATION
ROLTA INDIA LIMITED POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR INFORMATION Background: As per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
More informationOverview of Regulatory & Legal Aspects of VCF / FVCI and making Investments in India
Overview of Regulatory & Legal Aspects of VCF / FVCI and making Investments in India by SAMEER RASTOGI 27 th March 2007 INDIA JURIS International Law Firm www.indiajuris.com Why Venture Capital? Its a
More informationCompanies (Auditor s Report) Order, 2016 Key changes. CA T.V.Ganesh
Companies (Auditor s Report) Order, 2016 CA T.V.Ganesh 1 CARO 2016 notified Applicable for all financial years beginning on or after April 1, Does not apply to consolidated financial statements Changes
More informationGroup Company means two or more enterprises which, directly or indirectly, are in a position to:
Consolidated FDI Policy 2014- Changes vis-à-vis policy of 2013 The following article summarizes key changes in FDI policy of 2014 vis-à-vis FDI policy of 2013. The article also captures relevant A.P. (Dir
More informationRecommendations: Providing a Fillip to Private Equity and Venture Capital in India
Recommendations: Providing a Fillip to Private Equity and Venture Capital in India Draft as of 16 th March, 2014 For further clarification or discussion please contact Mr. Arvind Mathur, President Indian
More informationGUJARAT FOILS LIMITED
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS 1. OBJECTIVE The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations
More information9th Floor Antriksh Bhawan, 22 K G Marg, New Delhi CIN: L65922DL1988PLC033856
POLICY ON DETERMINATION OF MATERIALITY (Pursuant to Regulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) Effective Date
More informationINFORMATION HANDBOOK
Guidelines for Submitting Project Proposals under ECONOMIC AND INFRASTRUCTURE WINDOWS INFORMATION HANDBOOK SAARC Development Fund Page 1 1. Introduction SAARC Development Fund (SDF) was established in
More informationAMOL DICALITE LIMITED. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION I. BACKGROUND Introduction:
AMOL DICALITE LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION I. BACKGROUND Introduction: The Securities and Exchange Board of India (SEBI) on 2 nd September, 2015 issued the
More informationBrazil Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Brazil Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Rodrigo Ferreira Figueiredo Lucas Braun Mattos Filho rff@mattosfilho.com.br lbraun@mattosfilho.com.br Contents Page SOURCES
More informationDecoding the Takeover Code
Decoding the Takeover Code [SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997] By Payel Jain Vinod Kothari & Main idea behind the Coding of Takeover Code Some group of individuals
More informationThe Price is Right. Calculation of Price - Investments
The Price is Right This article attempts to set out the rules for valuation, as prescribed in various regulations, which have an impact on M&A transactions in India. Calculation of Price - Investments
More informationCAPITAL MARKET AND SERVICES ACT 2007 MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 PRACTICE NOTES
CAPITAL MARKET AND SERVICES ACT 2007 MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 PRACTICE NOTES Issued: 15 December 2010 Updated: 4 July 2011 i CONTENT Page PART I: GENERAL INTERPRETATION AND APPLICATION
More informationMaruti Suzuki India Limited
Maruti Suzuki India Limited POLICY ON DISCLOSURE OF INFORMATION UNDER REGULATION 30 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 1. INTRODUCTION
More informationDIVISION ONE GUIDE TO FDI POLICY
CONTENTS u Chapter-heads I-5 u FDI Policy at a Glance Issued on 17-4-2014 I-15 DIVISION ONE GUIDE TO FDI POLICY 1 BACKGROUND OF FOREIGN INVESTMENT IN INDIA 1.1 Introduction 1.3 1.1-1 Consolidated Circular
More informationCIRCULAR. CFD/DIL3/CIR/2017/21 March 10, All Listed Entities who have listed their equity and convertibles All the Recognized Stock Exchanges
CIRCULAR CFD/DIL3/CIR/2017/21 March 10, 2017 All Listed Entities who have listed their equity and convertibles All the Recognized Stock Exchanges Dear Sir/Madam, Sub: Schemes of Arrangement by Listed Entities
More informationDCM SHRIRAM INDUSTRIES LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS
DCM SHRIRAM INDUSTRIES LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS (Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015) 1. PREAMBLE The
More informationCTC New Delhi. Outbound Investments. FEMA Overview. CA. Amithraj AN. June 7,
Outbound Investments FEMA Overview + 91 98861 20086 amithraj123@gmail.com June 7, 2014 Contents FEMA Regulations Round Tripping Overview of Indian Tax Concepts Options for Investing 2 Section 1 FEMA Regulations
More informationIssue 6 (dated 12 March 2014). Contact us at
In our last newsletter, we discussed social performance outlining the concept and elaborating the various tools in use for evaluating and benchmarking social performance. This month we present a step-by-step
More informationSecurities and Exchange Board of India ( Alternative Investment Funds ) Regulations,2012
Securities and Exchange Board of India ( Alternative Investment Funds ) Regulations,2012 Preliminary Short Title and Commencement 1. (1) These Regulation shall be called the Securities And Exchange Board
More informationPERISAI PETROLEUM TEKNOLOGI BHD ( PERISAI OR THE COMPANY )
PERISAI PETROLEUM TEKNOLOGI BHD ( PERISAI OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO 119,272,400 ORDINARY SHARES OF PERISAI REPRESENTING APPROXIMATELY TEN PERCENT (10%) OF THE EXISTING ISSUED
More informationChecklist for NBFC-MFI- New Companies. Items to be Checked Confirm Page No. 1 Is the Application of the Company duly stamped
Name of the applicant Company : Name of the Regional Office : Checklist for NBFC-MFI- New Companies Items to be Checked Confirm Page No. 1 Is the Application of the Company duly stamped 2 Is the Application
More informationMINDTECK (INDIA) LIMITED. Policy for Determining Material Information. Adopted by the Board of Directors. effective from December 01, 2015
MINDTECK (INDIA) LIMITED Policy for Determining Material Information Adopted by the Board of Directors effective from December 01, 2015 POLICY FOR DETERMINING MATERIAL INFORMATION Document Type General
More informationFEMA Key aspect under FEMA Outbound investment. CA. M. Jagannathan WIRC presentation 22 nd September, 2018
FEMA Key aspect under FEMA Outbound investment CA. M. Jagannathan WIRC presentation 22 nd September, 2018 Why Outbound Investment? Promoting Global Business by Indian entrepreneurs Joint Ventures are medium
More informationAn Overview CYPRESS ASSOCIATES LLC 52 VANDERBILT AVENUE NEW YORK, NY Tel: Fax:
An Overview CYPRESS ASSOCIATES LLC 52 VANDERBILT AVENUE NEW YORK, NY 10017 Tel: 212.682.2222 Fax: 212.682.2221 contact@cyprs.com www.cyprs.com Member FINRA/SIPC Table of Contents Introduction 3 I. Mergers
More informationRESURGERE MINES & MINERALS INDIA LIMITED
RESURGERE MINES & MINERALS INDIA LIMITED Policy on Material Events TABLE OF CONTENTS Sr. No. Particulars Page No. 1 Background 2 2 Definitions 2 3 Interpretation 3 4 Policy 3 5 Reporting and Disclosure
More information[Company Name] CROWD NOTE
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
More informationSTRIDES PHARMA SCIENCE LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS/ INFORMATION FOR DISCLOSURE TO STOCK EXCHANGES
STRIDES PHARMA SCIENCE LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS/ INFORMATION FOR DISCLOSURE TO STOCK EXCHANGES 1 POLICY ON DETERMINATION OF MATERIALITY OF EVENTS/ INFORMATION FOR DISCLOSURE
More informationYES BANK Limited. Version: [4.0] Prepared by: Company Secretarial Department. Approved by: Board of Directors Date: July 27, 2016
Policy on Reporting of Material Events under Regulation 30 of Listing Regulations YES BANK Limited Version: [4.0] Prepared by: Company Secretarial Department Approved by: Board of Directors Date: July
More informationISSUED BY: SHRI G. C. GAYLONG GENERAL MANAGER & FINANCIAL ADVISOR 2ND FLOOR, SURAKSHA, 170, J. TATA ROAD, CHURCHGATE, MUMBAI
REQUEST FOR PROPOSAL FOR APPOINTMENT OF SECRETARIAL AUDITOR FOR FY 2014-15 TO MEET THE COMPLIANCE OF SECRETARIAL AUDIT U/S 204 of the COMPANIES ACT, 2013 FOR GENERAL INSURANCE CORPORATION OF INDIA (A WHOLLY
More informationPolicy for determination of materiality of information/events for disclosure to the Stock Exchanges. Regulation 30(4)(ii) of Listing Regulations
Policy for determination of materiality of information/events for disclosure to the Stock Exchanges Regulation 30(4)(ii) of Listing Regulations SOFTTECH ENGINEERS LIMITED CIN: U30107PN1996PLC016718 Registered
More informationSECURITIES AND EXCHANGE BOARD OF INDIA (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012 CHAPTER I PRELIMINARY
THE GAZETTE OF INDIA EXTRAORDINARY PART III SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, MAY 21, 2012 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 21 st May, 2012 SECURITIES AND EXCHANGE
More informationMODEL TM-CM AGREEMENT FORMAT [ON STAMP PAPER OF RS. 100 IN MUMBAI] (To be signed and stamped on all pages by designated directors)
1 MODEL TM-CM AGREEMENT FORMAT [ON STAMP PAPER OF RS. 100 IN MUMBAI] (To be signed and stamped on all pages by designated directors) [**THE CLEARING MEMBER SHALL ENTER INTO A SEPARATE AGREEMENT WITH EACH
More informationForeign Investment FEMA provisions
Foreign Investment FEMA provisions Institute of Chartered Accountants of India Beginner s Study course on FEMA 11 th May 2013 Naresh Ajwani Chartered Accountant Inbound Investment Inbound investment refers
More informationMore about Convertible Preferred Stock
More about Convertible Preferred Stock A startup company ("venture" in Korea) requires what seems like endless pools of capital to fund its operations as well as its research and development. Usually,
More informationFounder Stock Restriction Agreement [for use in venture capital financing]
Founder Stock Restriction Agreement [for use in venture capital financing] Document 1587A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor
More informationJAY BHARAT MARUTI LIMITED
JAY BHARAT MARUTI LIMITED ARCHIVAL POLICY 1. PREAMBLE The Securities and Exchange Board of India has notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
More informationMATERIAL EVENTS POLICY
MATERIAL EVENTS POLICY (as amended by Board of Directors in its meeting held on 30 th May, 2018) Page 1 of 6 BACKGROUND: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
More informationPETRONET LNG LIMITED NEW DELHI
PETRONET LNG LIMITED NEW DELHI POLICY TO DETERMINE MATERIALITY OF EVENTS TO BE REPORTED TO THE STOCK EXCHANGES IN TERMS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 1)
More informationCOFFEE DAY ENTERPRISES LIMITED POLICY ON DISCLOSURE OF MATERIAL EVENTS OR INFORMATION
COFFEE DAY ENTERPRISES LIMITED POLICY ON DISCLOSURE OF MATERIAL EVENTS OR INFORMATION I. Preamble In alignment with Regulation 30 of the Securities and Exchange Board of India ( SEBI ) (Listing Obligations
More informationSpiceJet Limited POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION 1. BACKGROUND: The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing
More informationSALIENT FEATURES OF SEBI (FOREIGN PORTFOLIO INVESTORS) REGULATIONS, 2014
SALIENT FEATURES OF SEBI (FOREIGN PORTFOLIO INVESTORS) REGULATIONS, 2014 The Securities and Exchange Board of India has made regulations to put in place a framework for registration and procedures with
More informationPOLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS 1. OBJECTIVE The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations
More informationREMINGTON OUTDOOR COMPANY, INC. (Exact name of company as specified in its charter)
REMINGTON OUTDOOR COMPANY, INC. (Exact name of company as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 870 Remington Drive P.O. Box 1776 Madison, North
More informationSITI CABLE NETWORK LIMITED
SITI CABLE NETWORK LIMITED (CIN : L64200MH2006PLC160733) POLICY FOR DETERMINING MATERIAL EVENTS SITI CABLE NETWORK LIMITED Page 1 1. PREAMBLE & PURPOSE 1.1. Regulation 30(4)(ii) of the Securities and Exchange
More informationMotives and Innovative ways of Structuring and Accounting for Business combination
Motives and Innovative ways of Structuring and Accounting for Business combination Presenter: Amrish Shah January 20, 2017 *Intended for general guidance only Content Modes of M&A in India Indian laws
More informationEstablishing a joint venture in india An Overview
MLS Chase solicitors Establishing a joint venture in india An Overview Manoj Ladwa & Vaibhav Shukla MLS Chase 2007 The information in this document is provided for general information purposes only and
More informationINITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING UNDER SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 Table of Contents A. Eligibility Requirements for IPO B. Process of IPO C. Key Requirements of SEBI ICDR
More informationGRAPHITE INDIA LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS
1. Preamble GRAPHITE INDIA LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS The Board of Directors (the Board ) of Graphite India Limited (the Company or GIL ), has adopted the following policy
More informationRESPONSIVE INDUSTRIES LIMITED
RESPONSIVE INDUSTRIES LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENT / INFORMATION 1. Preface The Board of Directors (the Board ) of Responsive Industries Limited (the Company ) has adopted the
More informationGuidelines On Private Equity Investment In Insurance Companies - Insurance - India
Page 1 of 9 We use cookies to give you the best online experience. By using our website you agree to our use of cookies in accordance with our cookie policy. Learn more here. Close Me Home > India > Insurance
More informationHCL TECHNOLOGIES LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION. (Effective from January 12, 2016)
HCL TECHNOLOGIES LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION (Effective from January 12, 2016) POLICY FOR DETERMINATION OF MATERIALITY OF EVENT / INFORMATION 1. Preface The
More informationCHAPTER II - INITIAL PUBLIC OFFER ON MAIN BOARD
CHAPTER II - INITIAL PUBLIC OFFER ON MAIN BOARD PART I: ELIGIBILITY REQUIREMENTS Reference date 4. Unless otherwise provided in this Chapter, an issuer making an initial public offer of specified securities
More informationValuation Policy & Procedure
CANARA ROBECO ASSET MANAGEMENT COMPANY LIMITED Valuation Policy & Procedure Page 1 of 10 A. Background CANARA ROBECO MUTUAL FUND Valuation Policy & Procedure SEBI has amended Regulation 47 and the Eighth
More informationCORPORATE POLICY ON MATERIALITY FOR DISCLOSURE OF EVENTS TO THE STOCK EXCHANGES
CORPORATE POLICY ON MATERIALITY FOR DISCLOSURE OF EVENTS TO THE STOCK EXCHANGES 1. Preamble 1.1. This policy has been framed pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing
More informationPOLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENTS RAJNISH WELLNESS LIMITED
POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENTS OF RAJNISH WELLNESS LIMITED Rajnish Wellness Limited (the Company ) believes in adequate and accurate disclosure of information on an ongoing
More informationLOAN FACILITY AGREEMENT
LOAN FACILITY AGREEMENT BETWEEN [full legal name entity 1] AND [full legal name entity 2] DATED [date, year] TABLE OF CONTENTS Article 1 Loan Facility 4 Article 2 Grant of Loan Facility and Purpose 5 Article
More information5. Enumerate the various penalties which can be imposed under SEBI Act, 1992 for various
SL&C Page 1 STUDY I - GENESIS AND DEVELOPMENT OF REGULATORY FRAMEWORK 1. Briefly discuss the evolution, growth and functions of financial system in India. 2. Explain the role of securities market in economic
More informationPEOPLES INVESTMENTS LIMITED. Policy on Determination of Materiality of Event(s)/Information
PEOPLES INVESTMENTS LIMITED Policy on Determination of Materiality of Event(s)/Information 1. PREAMBLE The Securities and Exchange Board of India ( SEBI ) has promulgated the SEBI (Listing Obligations
More information¼ããÀ ããè¾ã ¹ãÆãä ã¼ãîãä ã ããõà ãäìããä ã½ã¾ã ºããñ Ã
CIRCULAR CIR/CFD/CMD/16/2015 November 30, 2015 To All Listed Entities who have listed their equity and convertibles All the Recognized Stock Exchanges Dear Sir/Madam, Sub: Schemes of Arrangement by Listed
More informationKING STUBB & KASIVA MERGERS, ACQUISITIONS, FUNDS AND PRIVATE EQUITY PRACTICE. Thinking through transactions Thinking though transactions
KING STUBB & KASIVA MERGERS, ACQUISITIONS, FUNDS AND PRIVATE EQUITY PRACTICE Thinking through transactions Thinking though transactions Adding value to deals King Stubb & Kasiva s Mergers & Acquisitions,
More informationPOLICY ON DETERMINATION OF MATERIALITY OF EVENTS/INFORMATION
POLICY ON DETERMINATION OF MATERIALITY OF EVENTS/INFORMATION I. SCOPE OF THE POLICY This policy is prepared in accordance with the requirements of the provisions of Regulation 30(4)(ii) of the SEBI (Listing
More informationSECURITIES AND EXCHANGE BOARD OF INDIA ORDER
SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Order under Regulation 13 of the of Securities and Exchange Board of India (Procedure for holding enquiry by Enquiry Officer and imposing penalty) Regulations,
More informationRegulatory Alert Stay Ahead
India Tax & Regulatory For private circulation only 20 December 2017 p Regulatory Alert Stay Ahead FEMA (Transfer or issue of security by a Person Resident Outside India) Regulations, 2017 Issue no: RA/17/2017
More informationVALUATION UPDATE. *Investors should consult their financial advisors if in doubt about whether the product is suitable for them.
29th October 2018 VALUATION UPDATE On 8th September 2018 ICRA downgraded long and short-term ratings of Infrastructure Leasing and Financial Services Limited (IL&FS). Rating was downgraded to below investment
More informationAN INTERNATIONAL JOINT VENTURE AGREEMENT CHECKLIST: DEAL POINTS (Revised and Expanded)
AN INTERNATIONAL JOINT VENTURE AGREEMENT CHECKLIST: DEAL POINTS (Revised and Expanded) July 12, 2017 I. Executive Summary. This checklist was developed by our firm as a tool and guide to necessary and
More informationSundram Fasteners Limited
SFL s POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT [Pursuant to Regulation 30(4) (ii) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015] 1. Introduction Securities Exchange
More informationMATERIALITY OF EVENTS POLICY
MATERIALITY OF EVENTS POLICY PREAMBLE Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred as SEBI (LODR) Regulations,
More informationAbbott India Limited
Abbott India Limited Policy for Determination of Materiality of Event or information for Disclosure 1. Purpose: 1.1 The Policy is framed in accordance with the provisions of Regulation 30 of the Securities
More informationGUIDE TO GOING GLOBAL CORPORATE. India
GUIDE TO GOING GLOBAL India Downloaded: 26 Sep 2018 INTRODUCTION Welcome to the 2018 edition of DLA Piper s Guide to Going Global Corporate. GUIDE TO GOING GLOBAL SERIES To compete and be successful today,
More informationPOLICY FOR DETERMINATION OF MATERIALITY OF EVENTS & INFORMATION AND THEIR DISCLOSURE, 2015
BHARAT HEAVY ELECTRICALS LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS & INFORMATION AND THEIR DISCLOSURE, 2015 (As approved by the Board of Directors of the Company at its Meeting held on
More informationBAL PHARMA LIMITED POLICY FOR DETERMINING MATERIALITY OF EVENTS.
BAL PHARMA LIMITED POLICY FOR DETERMINING MATERIALITY OF EVENTS. (Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 1. OBJECTIVE The Policy is framed
More informationDISCLOSURES REQUIRED PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
DISCLOSURES REQUIRED PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (A) Disclosures of Events or Information pursuant to Regulation 30 Regulation 30 of the SEBI Listing
More informationAnnex - 8 [PART I, Section V, para 1 (iii) ] FC-GPR
FC-GPR Annex - 8 [PART I, Section V, para 1 (iii) ] (To be filed by the company through its Authorised Dealer Category I bank with the Regional Office of the RBI under whose jurisdiction the Registered
More informationVENTURE CAPITAL INVESTMENTS
VENTURE CAPITAL INVESTMENTS November 1, 2008 Jeffrey C. Hart Robinson, Bradshaw & Hinson, P.A. 5915 Farrington Road, Suite 201 Chapel Hill, North Carolina 27517 Phone: 919.328.8801 Email: jhart@rbh.com
More information