SEBI Case Law November 22, 2024 Jagsonpal Pharmaceuticals Limited

Facts of the Case: A detailed investigation was undertaken by SEBI to ascertain whether the suspected entity/ies traded in the scrip of M/s Jagsonpal Pharmaceuticals Limited (“JPL/Company”) when in possession of the UPSI and if there were any violations of the provisions of the SEBI Act, 1992 and the SEBI (Prohibition of Insider Trading) Regulation 2015 (“PIT Regulations”). Based on the analysis of trading pattern, one Mr. Maneesh Kumar Jain (“Noticee no.1”) was shortlisted by SEBI as a suspected entity.

It was, inter alia, observed that JPL had made an announcement to NSE of the press release dated February 21, 2022 titled ‘Intimation for Public Announcement under Regulations 3(1) and 4 read with Regulations 13(1), 14 And 15(1) of SEBI (SAST) Regulations, 2011’. Thereafter, the Open Offer was made at a price of Rs. 235/- per Offer Share making the total consideration payable by the acquirer under the Open Offer at the Offer Price of Rs.1,60,06,97,800/- payable in cash through normal banking channels. The news of substantial acquisition of shares was announced pre-market hours on February 22, 2022 (i.e. at 07:09:27 am). It was observed that the said news had impacted the price of the scrip of JPL as it registered a rise of around 20% on a close-to-close basis and rise of 5.96% on open-to-close basis. Further, it was also observed that the scrip hit a new 52 week high price of Rs. 246.45/- on February 22, 2022. Thus, the announcement dated February 22, 2022 made by JPL to NSE as regards substantial acquisition of shares under Regulations 3(1) and 4 read with Regulation 13(1), 14 and 15(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was observed to be an UPSI under the provisions of Regulation 2(1)(n) of the PIT Regulations. On examining the trading pattern of Noticee No.1 during the relevant period on NSE and BSE, it was observed that Noticee No. 1 had traded in the scrip of JPL during the UPSI period.

SEBI Order: In exercise of the powers conferred upon SEBI under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) of SEBI Act, 1992 read with Section 19 of the SEBI Act, 1992 and SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995, SEBI restrained JPL and Mr. Maneesh Kumar Jain from accessing the securities market for a period of one (1) year and further Mr. Maneesh Kumar Jain is directed to disgorge a sum of Rs. 31,39,000 within 45 days from the date of receipt of this order. Also, SEBI imposed a total penalty of Rs. 25,00,000/- on JPL and Mr. Maneesh Kumar Jain for violating Regulation 4(1) and Regulation 3(1) of the PIT Regulations and Section 12A(d) and 12A(e) of the SEBI Act, 1992.

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Here are the compliances for October 2024:

– LLP Act: E Form LLP 8 (Statement of Account & Solvency): This form should be filed annually with the Registrar of Companies (ROC) by 30th October, 2024.

– Company’s Act: E Form AOC-4 (Filing of Annual Accounts): This form should be filed with the ROC within 30 days from AGM.

– Company’s Act: E Form MGT-7 (Filing of Annual Return): This form should be filed within 60 days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting.

– Company’s Act: E Form PAS-6 (Reconciliation of Share Capital Audit Report): This form should be filed half-yearly within 60 days from end of half year.

– Company’s Act: E Form MSME (Outstanding Payments to MSMEs): The due date for this form is October 31, 2024, for the period of April to September 2024.

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Arbitration Act Judicial Pronouncement Update

Reference in one contract to the terms and conditions of the other contract would not ipso facto make the arbitration clause applicable unless there is a specific mention/reference thereto.

Case Law: 19.03.2024 NBCC (India) Limited versus Zillion Infra Projects Pvt. Ltd. Supreme Court

Facts:

The appellant, NBCC (India) Limited is a Government of India undertaking, engaged in construction of power plants and other infrastructure projects. The respondent, M/s Zillion Infraprojects Pvt. Ltd. is engaged in the construction and infrastructure sector. The appellant issued an Invitation to tender majorly for Construction of the Weir. The Respondent submitted the bid and appellant awarded the contract for Construction of the Weir to the respondent. A dispute arose and the respondent issued a notice invoking arbitration and further seeking consent for the appointment of a former Judge of a High Court, as Sole Arbitrator. The appellant did not respond so the respondent filed an application at the High Court under Section 11(6) of the Arbitration Act. The High Court confirmed the proposed appointment of the former Judge ofthe Delhi High Court, as theSole Arbitrator. Aggrieved by the orders, the appellant filed the appeals before Supreme Court.

Issue:

Learned Senior Counsel inter alia submitted before the Supreme Court that a mere reference to the terms and conditions without there being an incorporation in the L.O.I. would not make the lis between the parties amenable to the arbitration proceedings. Relying on the judgment of Supreme Court in the case of M.R. Engineers and Contractors Private Limited vs. Som Datt Builders Limited, he submitted that unless the L.O.I. specifically provides for incorporation of the arbitration clause, a reference to the arbitration proceedings would not be permitted in view of the provisions of sub-section (5) of Section 7 of the Arbitration Act.

Decision:

The Hon’ble Supreme Court held that: “when there is a reference in the second contract to the terms and conditions of the first contract, the arbitration clause would not ipso facto be applicable to the second contract unless there is a specific mention/reference thereto.

We are of the considered view that the present case is not a case of ‘incorporation’ but a case of ‘reference’. As such, a general reference would not have the effect of incorporating the arbitration clause. In any case, Clause 7.0 of the L.O.I., which is also a part of the agreement, makes it amply clear that the redressal of the dispute between the NBCC and the respondent has to be only through civil courts having jurisdiction of Delhi alone.”

For details:

https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12635&Mode=0&fbclid=IwAR1O1aLSnJQDCxrF10neRvhERQawstxjdxn92SbEP1ux1oygfambuACKQk4_aem_AWAwMOPS6A2gzndqY3Rf37tEHQDNSc4CxHFJrvdz83iqA0zlqbL4vwREHTfl-P2aEl9I7k7pHTDGcx_KgDDoyYgN

Extension of Filing Deadline for MGT-7 and AOC-4 Forms: Important Update from MCA

MCA has vide General Circular No. 10 / 2015 extended the last date of filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) upto 31/10/2015, as electronic versions of Forms AOC-4, AOC-4 XBRL and MGT-7 shall be made available for filing latest by 30th September 2015.

It also provides that AOC-4 CFS will be made available latest by October 2015, hence, a company, which is required to file its Consolidated Financial Statement, would be able to do so without any additional fees upto 30/11/2015.

Amendment to Indian Accounting Standards: Companies (Indian Accounting Standards) Amendment Rules, 2020

New Delhi, the 24th July, 2020

G.S.R. 463(E).— In exercise of the powers conferred by section 133 read with section 469 of the Companies

Act, 2013 (18 of 2013), the Central Government, in consultation with the National Financial Reporting Authority,

hereby makes the following rules further to amend the Companies (Indian Accounting Standards) Rules, 2015,

namely:—

1. Short title and commencement.-(1) These rules may be called the Companies (Indian Accounting Standards) Amendment Rules, 2020. (2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Indian Accounting Standards) Rules, 2015, in the ―Annexure‖, under the heading ―B. Indian Accounting Standards (Ind AS)’’,

For more information, click on the link given below.

http://www.mca.gov.in/Ministry/pdf/Rule_24072020.pdf

MCA.GOV.IN

www.mca.gov.in

Unlock 3 Guidelines: Permitted and Restricted Activities from August 1 Onwards

Update: Unlock 3 to kick in from August 1;

Here is a list of activities permitted & prohibited:

Activities permitted under Unlock 3:

Yoga institutes and gymnasiums allowed to open from August 5

Independence Day functions allowed with social distancing

International air travel in limited capacity under Vande Bharat Mission

States and Union Territories have also been given a free hand by the MHA to decide on activities permitted outside containment zones based on their assessment of the COVID-19 situation

Activities to remain restricted under Unlock 3:

Remain Closed:

Schools, colleges and coaching institutions to remain closed Metro/Rail Cinema halls, swimming pools, entertainment parks, theatres, bars, auditoriums, assembly halls and similar places Social/political/sports/entertainment/academic/cultural/religious functions and other large congregations.

RBI Extends FLA Submission Deadline for 2019-20 Due to Technical Issues

RBI FLA Extended

The site is facing technical difficulties.

The due date for submission of FLA for the year 2019-20 is extended to August 14, 2020.

RBI EXTENDS FLA

Form PAS 6 (Reconciliation of share capital Audit)

SEBI Extends Submission Timeline for Financial Results: Key Updates on LODR Regulations

SEBI Update: After taking into considerationthe aforementioned issues, it has been decided to further extend the timeline for submission of financial results under Regulation 33 of the LODR Regulations,by a month,to July 31, 2020,for the quarter and the year ending31stMarch 2020. Similarly, the timeline under Regulation 52 of the LODR for submission of half yearly and/or annual financial results for the period endingMarch 31,2020 for entities that have listed NCDs, NCRPS’, CPs, MDS’is also extended to July 31, 2020.

https://www.sebi.gov.in/…/further-extension-of-time-for…