55A. Powers of Securities and Exchange Board of India
1[55A. Powers of Securities and Exchange Board of India
The provisions contained in sections 55 to 58, 59 to 84, 108, 109, 110, 112, 113, 116, 117, 118, 119, 120, 121, 122, 206, 206A and 207, so far as they relate to issue and transfer of securities and non-payment of dividend shall,-
(a) in case of listed public companies;
(b) in case of those public companies which intend to get their securities listed on any recognized stock exchange in India,
be administered by the Securities and Exchange Board of India; and
(c) in any other case, be administered by the Central Government.
Explanation.- For removal of doubts, it is hereby declared that all powers relating to all other matters including the matters relating to prospectus, statement in lieu of prospectus, return of allotment, issue of shares and redemption of irredeemable preference shares shall be exercised by the Central Government, 2[Tribunal] or the Registrar of Companies, as the case may be.]
1. Ins. by Act 53 of 2000, sec. 16 (w.e.f. 13-12-2000).
2. Substituted by Act 11 of 2003, sec. 9, for "Company Law Board".
Wednesday, October 1, 2008
ICA Section 55. Dating of prospectus
55. Dating of prospectus
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
Indian Companies Act Section 3. Definitions of "company"
3. Definitions of "company", "existing company", "private company" and "public company"
(1) In this Act, unless the context otherwise requires, the expressions "company", "existing company", "private "company" and "public company" shall, subject to the provisions of subsection (2), have the meanings specified below:
(i) "company" means a company formed and registered under this Act or an existing company as defined in clause (ii);
(ii) "existing company" means a company formed and registered under any of the previous companies laws specified below:
(a) any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866) and repealed by the Act;
(b) the Indian Companies Act, 1866 (10 of 1866);
(c) the Indian Companies Act, 1882 (6 of 1882);
(d) the Indian Companies Act, 1913 (7 of 1933);
(e) the Registration of Transferred Companies Ordinance 1942 (54 of 1942); and
1[(f) any law corresponding to any of the Acts or the Ordinance aforesaid and in force-
(1) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or
(2) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), 2[in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968) insofar as other corporations are concerned];] and
3[(g) the Portugese Commercial Code 4[***], in so far as it relates to "sociedades anonimas";]
(iii) "private company" 5[means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed, and by its articles,-]
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty not including-
(i) persons who are in the employment of the company, and
(ii) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and
(c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company;
6[(d) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives:]
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this definition, be treated as a single member;
7[(iv) "public company" means a company which-
(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed;
(c) is a private company which is a subsidiary of a company which is not a private company.]
(2) Unless the context otherwise requires, the following companies shall not be included within the scope of any of the expressions defined in clauses (i) to (iv) of sub-section (1), and such companies shall be deemed, for the purposes of this Act, to have been formed and registered outside India:-
(a) a company the registered office whereof is in Burma, Aden or Pakistan and which immediately before the separation of that country from India was a company as defined in clause (i) of sub-section (1);
8[***]
6[(3) Every private company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than one lakh rupees, shall, within a period of two years from such commencement, enhance its paid-up capital to one lakh rupees.
(4) Every public company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than five lakh rupees, shall within a period of two years from such commencement, enhance its paid-up capital to five lakh rupees.
(5) Where a private company or a public company fails to enhance its paid-up capital in the manner specified in sub-section (3) or sub-section (4), such company shall be deemed to be a defunct company within the meaning of section 560 and its name shall be struck off from the register by the Registrar.
(6) A company registered under section 25 before or after the commencement of Companies (Amendment) Act, 2000 shall not be required to have minimum paid-up capital specified in this section.]
1. Subs. by Act 62 of 1956, sec. 2 and Sch., for clause (f) (w.e.f. 1-11-1956).
2. Ins. by Act 25 of 1968, sec. 2 and Sch. (w.e.f. 15-8-1968).
3. Ins. by Goa, Daman and Diu (Laws) No. 2 Regulation, 1963.
4. The words "Carta Lei of the 11th April, 1901" omitted by Act 52 of 1964, sec. 3 and Sch. II (w.e.f. 29-12-1964).
5. Subs. by Act 53 of 2000, sec. 3, for "means a company which, by its articles,-" (w.e.f. 13-12-2000).
6. Ins. by Act 53 of 2000, sec. 3 (w.e.f. 13-12-2000).
7. Subs. by Act 53 of 2000, sec. 3, for clause (iv) (w.e.f. 13-12-2000).
8. Clause (b) omitted by Act 62 of 1956, sec. 2 and Sch. (w.e.f. 1-11-1956).
(1) In this Act, unless the context otherwise requires, the expressions "company", "existing company", "private "company" and "public company" shall, subject to the provisions of subsection (2), have the meanings specified below:
(i) "company" means a company formed and registered under this Act or an existing company as defined in clause (ii);
(ii) "existing company" means a company formed and registered under any of the previous companies laws specified below:
(a) any Act or Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866) and repealed by the Act;
(b) the Indian Companies Act, 1866 (10 of 1866);
(c) the Indian Companies Act, 1882 (6 of 1882);
(d) the Indian Companies Act, 1913 (7 of 1933);
(e) the Registration of Transferred Companies Ordinance 1942 (54 of 1942); and
1[(f) any law corresponding to any of the Acts or the Ordinance aforesaid and in force-
(1) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or
(2) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), 2[in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968) insofar as other corporations are concerned];] and
3[(g) the Portugese Commercial Code 4[***], in so far as it relates to "sociedades anonimas";]
(iii) "private company" 5[means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed, and by its articles,-]
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty not including-
(i) persons who are in the employment of the company, and
(ii) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and
(c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company;
6[(d) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives:]
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this definition, be treated as a single member;
7[(iv) "public company" means a company which-
(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed;
(c) is a private company which is a subsidiary of a company which is not a private company.]
(2) Unless the context otherwise requires, the following companies shall not be included within the scope of any of the expressions defined in clauses (i) to (iv) of sub-section (1), and such companies shall be deemed, for the purposes of this Act, to have been formed and registered outside India:-
(a) a company the registered office whereof is in Burma, Aden or Pakistan and which immediately before the separation of that country from India was a company as defined in clause (i) of sub-section (1);
8[***]
6[(3) Every private company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than one lakh rupees, shall, within a period of two years from such commencement, enhance its paid-up capital to one lakh rupees.
(4) Every public company, existing on the commencement of the Companies (Amendment) Act, 2000, with a paid-up capital of less than five lakh rupees, shall within a period of two years from such commencement, enhance its paid-up capital to five lakh rupees.
(5) Where a private company or a public company fails to enhance its paid-up capital in the manner specified in sub-section (3) or sub-section (4), such company shall be deemed to be a defunct company within the meaning of section 560 and its name shall be struck off from the register by the Registrar.
(6) A company registered under section 25 before or after the commencement of Companies (Amendment) Act, 2000 shall not be required to have minimum paid-up capital specified in this section.]
1. Subs. by Act 62 of 1956, sec. 2 and Sch., for clause (f) (w.e.f. 1-11-1956).
2. Ins. by Act 25 of 1968, sec. 2 and Sch. (w.e.f. 15-8-1968).
3. Ins. by Goa, Daman and Diu (Laws) No. 2 Regulation, 1963.
4. The words "Carta Lei of the 11th April, 1901" omitted by Act 52 of 1964, sec. 3 and Sch. II (w.e.f. 29-12-1964).
5. Subs. by Act 53 of 2000, sec. 3, for "means a company which, by its articles,-" (w.e.f. 13-12-2000).
6. Ins. by Act 53 of 2000, sec. 3 (w.e.f. 13-12-2000).
7. Subs. by Act 53 of 2000, sec. 3, for clause (iv) (w.e.f. 13-12-2000).
8. Clause (b) omitted by Act 62 of 1956, sec. 2 and Sch. (w.e.f. 1-11-1956).
Brazilian Petroleum Corporation - PETROBRAS -Shibosai Bond Issue 2006
Brazilian Petroleum Corporation - PETROBRAS
(e) Japanese Yen Bonds
On September 27, 2006, PifCo concluded a private placement of securities in the Japanese capital market (“Shibosai”) for a total of ¥35 billion (US$298) due September 2016. The issue was a private placement in Japanese market with a partial guarantee of Japan Bank for International Cooperation (JBIC) and bears interest at the rate of 2.15% per annum, payable semiannually. In the same date, PifCo entered into a swap agreement with Citibank, swapping the total amount of this debt to a U.S. dollar denominated debt. PifCo used the proceeds principally to finance PNBV, an affiliate, for construction of lines interconnecting the P-51, P-52 and P-53 production platforms to the PRA-1 autonomous repumping unit. See note 20(d).
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5805371&SessionID=5RgcWZDBP11rCl9#PBRAFINANCIALUSGAAP4Q07_6K_HTM_PAGE_46
(e) Japanese Yen Bonds
On September 27, 2006, PifCo concluded a private placement of securities in the Japanese capital market (“Shibosai”) for a total of ¥35 billion (US$298) due September 2016. The issue was a private placement in Japanese market with a partial guarantee of Japan Bank for International Cooperation (JBIC) and bears interest at the rate of 2.15% per annum, payable semiannually. In the same date, PifCo entered into a swap agreement with Citibank, swapping the total amount of this debt to a U.S. dollar denominated debt. PifCo used the proceeds principally to finance PNBV, an affiliate, for construction of lines interconnecting the P-51, P-52 and P-53 production platforms to the PRA-1 autonomous repumping unit. See note 20(d).
http://msnmoney.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=5805371&SessionID=5RgcWZDBP11rCl9#PBRAFINANCIALUSGAAP4Q07_6K_HTM_PAGE_46
ABB ADRs ISSUE 2001
June 1 2001
Citibank Depositary Receipt Services has arranged a NewYork Stock Exchange-listed ADR program for ABB, the Zurich-based engineering conglomerate. The underlying registered shares trade on the Swiss Exchange.The ratio of depositary shares to registered shares is one to four.
ABB, which operates in 140 countries, previously had a Rule 144a facility sponsored by Citibank. Holders of ADSs in the private facility have the option of exchanging them for the NYSE-listed ADSs.
ABB did not issue any new shares as part of the listing and has no immediate plans to use its NYSE-- listed stock as an acquisition currency.
Under a Rule 144a facility a company may only offer shares for sale to qualified institutions and professional investors.
http://www.allbusiness.com/public-administration/national-security-international/1038827-1.html
Citibank Depositary Receipt Services has arranged a NewYork Stock Exchange-listed ADR program for ABB, the Zurich-based engineering conglomerate. The underlying registered shares trade on the Swiss Exchange.The ratio of depositary shares to registered shares is one to four.
ABB, which operates in 140 countries, previously had a Rule 144a facility sponsored by Citibank. Holders of ADSs in the private facility have the option of exchanging them for the NYSE-listed ADSs.
ABB did not issue any new shares as part of the listing and has no immediate plans to use its NYSE-- listed stock as an acquisition currency.
Under a Rule 144a facility a company may only offer shares for sale to qualified institutions and professional investors.
http://www.allbusiness.com/public-administration/national-security-international/1038827-1.html
Private placement of ABB Ltd shares in 1999
ABB announces private placement of ABB Ltd shares with institutional investors
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
Zurich, Switzerland, June 25, 1999 - ABB announced today that it is offering approximately 5.1 million shares to institutional investors in Europe and the US to pre-fund the acquisition of the ABB AB shares not tendered in the recently concluded exchange offer. Based on the closing price on June 24, the size of the placement amounts to approximately US$ 480 million.
On June 21, 1999, ABB Ltd announced the results of the ABB AG and ABB AB exchange offers that were undertaken to create the new single-class ABB share.
Acceptances of the ABB AG exchange offer represented 97.2 percent of the capital and 98.0 percent of the votes in ABB AG. As described in the exchange offer prospectus, ABB Ltd will initiate the process to acquire the remaining non-tendered ABB AG shares in exchange for ABB Ltd shares. The required ABB Ltd shares are included in the shares issued and will be held as treasury stock until completion of the process.
Acceptances for the ABB AB exchange offer during the acceptance period that ended on June 15, 1999, corresponded to 95.2 percent of the share capital and 97.2 percent of the votes of ABB AB. After the extended acceptance period that ended on June 24, the acceptance level increased to approximately 96.6 percent of the share capital and 98.0 percent of the votes of ABB AB. As described in the exchange offer prospectus, ABB, through a subsidiary, intends to initiate the procedure to acquire for cash the non-tendered ABB AB shares, representing approximately 3.4 percent of the share capital of ABB AB. ABB has decided to issue the corresponding ABB Ltd shares and place them with institutional investors. The proceeds of the placement will be used to fund the acquisition of the ABB AB shares that were not tendered.
Morgan Stanley Dean Witter is the book-running lead-manager for the placement. Credit Suisse First Boston and Enskilda Securities are joint lead-managers.
ABB is a globalized technology and engineering company serving customers in power generation, transmission, and distribution; automation; oil, gas, and petrochemicals; industrial products and contracting; and financial services. ABB employs about 200,000 people in more than 100 countries.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”) ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS.
The above information has been approved by Morgan Stanley & Co. Limited (which is regulated by the Securities and Futures Authority Limited), solely for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley & Co. Limited is acting for ABB Asea Brown Boveri Ltd in connection with the exchange offers and no one else and will not be responsible to anyone other than ABB Asea Brown Boveri Ltd for providing advice in relation to the exchange offers.
http://www.abb.com/cawp/seitp202/C1256C290031524B4125679B0059ACBB.aspx
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
Zurich, Switzerland, June 25, 1999 - ABB announced today that it is offering approximately 5.1 million shares to institutional investors in Europe and the US to pre-fund the acquisition of the ABB AB shares not tendered in the recently concluded exchange offer. Based on the closing price on June 24, the size of the placement amounts to approximately US$ 480 million.
On June 21, 1999, ABB Ltd announced the results of the ABB AG and ABB AB exchange offers that were undertaken to create the new single-class ABB share.
Acceptances of the ABB AG exchange offer represented 97.2 percent of the capital and 98.0 percent of the votes in ABB AG. As described in the exchange offer prospectus, ABB Ltd will initiate the process to acquire the remaining non-tendered ABB AG shares in exchange for ABB Ltd shares. The required ABB Ltd shares are included in the shares issued and will be held as treasury stock until completion of the process.
Acceptances for the ABB AB exchange offer during the acceptance period that ended on June 15, 1999, corresponded to 95.2 percent of the share capital and 97.2 percent of the votes of ABB AB. After the extended acceptance period that ended on June 24, the acceptance level increased to approximately 96.6 percent of the share capital and 98.0 percent of the votes of ABB AB. As described in the exchange offer prospectus, ABB, through a subsidiary, intends to initiate the procedure to acquire for cash the non-tendered ABB AB shares, representing approximately 3.4 percent of the share capital of ABB AB. ABB has decided to issue the corresponding ABB Ltd shares and place them with institutional investors. The proceeds of the placement will be used to fund the acquisition of the ABB AB shares that were not tendered.
Morgan Stanley Dean Witter is the book-running lead-manager for the placement. Credit Suisse First Boston and Enskilda Securities are joint lead-managers.
ABB
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”) ITS TERRITORIES OR POSESSIONS. THE SHARES OF ABB LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS.
The above information has been approved by Morgan Stanley & Co. Limited (which is regulated by the Securities and Futures Authority Limited), solely for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley & Co. Limited is acting for ABB Asea Brown Boveri Ltd in connection with the exchange offers and no one else and will not be responsible to anyone other than ABB Asea Brown Boveri Ltd for providing advice in relation to the exchange offers.
http://www.abb.com/cawp/seitp202/C1256C290031524B4125679B0059ACBB.aspx
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