Legislation UpdatesNotifications

The Securities and Exchange Board of India has issued circular dated 13th August 2021 providing the guidelines on issuance of non-convertible debt instruments along with warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The guidelines introduced vide circular are:

  • Regulation 179 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 states that in a qualified institutions placement of non-convertible debt instrument along with warrants, an investor can subscribe to the combined offering of non-convertible debt instruments with warrants or to the individual securities, that is, either non-convertible debt instruments or warrants.
  • SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, governs issue and listing of non-convertible securities, on a recognized stock exchange and provides for Electronic Book Provider platform (EBP platform), offering an efficient and transparent price discovery mechanism.
  • Further in order to streamline the procedure of issuance and applicability of EBP platform mechanism on the ‘NCDs portion’, the following has been decided and made applicable for issues wherein the size of NCDs portion is above threshold prescribed under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and Circulars issued there under:
  1. EBP platform mechanism shall be mandatory for ‘NCDs portion’ of the issue (for both stapled and segregated offer) and issuer shall be required to comply with the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021,
  2. In the staple product, warrants are attached with NCDs, while in the segregated product, NCDs and warrants can be subscribed separately.
  3. Of the ‘total issue size’ of the issue, at least 40% size shall consist of ‘Warrants portion’. It may be noted that ‘total issue size’ shall mean combined size of NCDs issue and the aggregate size of the warrants portion, including the conversion price of warrants.
  4. The segregated offer of NCDs and stapled offer, both shall be exempted from the requirements as prescribed under the Regulations 175(3), 179(2) (a), 180(1), and 180(2) of the ICDR Regulations, 2018.

 


*Tanvi Singh, Editorial Assistant has reported this brief.

Case BriefsHigh Courts

Allahabad High Court: Dr Kaushal Jayendra Thaker, J., while addressing a criminal revision observed that, Trial Court Judge should not insist on the presence of complainant at the stage of service of summons/warrants and/as their presence would not be required for any adjudicatory purpose.

FACTUAL MATRIX

Complainant a practising advocate complained to the Chief Judicial Magistrate, Moradabad about the commission of offences under Sections 379, 504 and 505 of the Penal Code, 1860.

Section 379. Punishment for theft.

Section 504. Intentional insult with intent to provoke breach of the peace.

Section 505. Statements conducing to public mischief

Summons were issued to the accused, but instead of appearing before the Court, he preferred a revision that was rejected.

Judge predecessor to the one who passed the order on 13-08-2018 had even sent notices to the higher authorities to procure the presence of the accused which went in vain.

The complainant fell sick and the Judge below dismissed the complaint under Section 204(4) of CrPC and hence the said Order is under challenge.

Section 204 (4) of CrPC:

When by any law for the time being in force any process-fees or other fees are payable, no process shall be issued until the fees are paid and, if such fees are not paid within a reasonable time, the Magistrate may dismiss the complaint.

ANALYSIS & DECISION

Bench noted that,

it is very strange that the Judge whose order is under challenge did not pass orders for procuring the presence of the accused.

Further, it was observed that the order dated 13-8-2018 which is under challenge, goes to show that despite the fact that the accused lost before the appellate authority was successful in evading appearance and the complainant sought to be lodged by an advocate was dismissed.

“…instead of procuring presence of the accused, the Magistrate dismissed the complaint under Section 204 (4) of CrPC. Once the summons was already sent, there was no necessity of paying further court fees.”

Declaring the order to be perverse, Court stated that the Magistrate instead of dismissing the complaint should have sought the presence of the accused as per the provisions of Section 87 of the CrPC.

87Issue of warrant in lieu ofor in addition tosummons:

 A Court may, in any case in which it is empowered by this Code to issue a summons for the appearance of any person, issue, after recording its reasons in writing, a warrant for his arrest—

(a)if, either before the issue of such summonsor after the issue of the same but before the time fixed for his appearance, the Court sees reason to believe that he has absconded or will not obey the summonsor

(b)if at such time he fails to appear and the summons is proved to have been duly served in time to admit of his appearing in accordance therewith and no reasonable excuse is offered for such failure.

Hence, the Order in challenge is required to be set aside and quashed.

Order passed by the Judge below dimissing the case is absolutely cryptic.

Bench also added to its analysis that, the stage was for the appearance of the accused who was evading summons and was aware that the summoning order was passed. The accused is shield by the Superintendent of Police, Moradabad.

At stage of seeking the presence of accused, the presence of the complainant was not at all necessary.

Court directed that the presence of the accused be procured first and thereafter the presence of the complainant be insisted upon.

In the present matter, there is a clear misuse of the process of law by the accused who even after coming to know that summons were issued against them and there revision was dismissed, did not appear before the Court below and strange enough the Magistrate dismissed the matter of the complainant at the stage of issuance of the bailable warrant as accused had not appeared before it pursuant to the summons already issued.

Concluding its decision, bench stated that the Trial Court Judge should not insist on the presence of complainant at the stage of service of summons/warrants and/as their presence would not be required for any adjudicatory purpose.

Once the process fees has been affixed, it is the duty of the police authority through the Court to procure the presence of the accused unless orders otherwise are passed.

Compliance of the Order to be filed on or before 25-10-2020. [Rajbahadur Singh v. State of U.P., 2020 SCC OnLine All 1042, decided on 22-09-2020]

Case BriefsHigh Courts

Sikkim High Court: Bhaskar Raj Pradhan, J., while exercising inherent powers under Section 482 CrPC quashed the criminal complaint filed against the petitioners for the offences punishable under Sections 405, 420 and 441 read with Section 120-B IPC. Warrants issued against the petitioners by the Magistrate in the same case were also quashed.

The parties were involved in a landlord-tenant dispute, pursuant to which the said complaint was filed by the landlord. Magistrate took cognizance and issued process against the petitioners. Aggrieved, they filed the instant petition. It was an admitted fact that the petitioners resided beyond the territorial jurisdiction of the Magistrate concerned.

Dismissing Chapter 15 of CrPC which deals with complaints to Magistrates, the High Court relied on Birla Corpn. Ltd. v. Adventz Investments & Holdings Ltd., 2019 SCC OnLine SC 682, wherein the Supreme Court held that under the amended sub-section (1) to Section 202 CrPC, it is obligatory upon the Magistrate that before summoning the accused residing beyond its jurisdiction. he shall inquire into the case himself or direct the investigation to be made by a police officer or by such other person as he thinks fir for finding out whether or not there is sufficient ground for proceeding against the accused. The Supreme Court also held that the order of the Magistrate must reflect that he has applied his mind to the facts of the case and the law applicable thereto. It was also held that the application of mind has to be indicated by disclosure of mind on the satisfaction and considering the duties of the magistrates for issuance of summons to accused in a complaint case, there must be sufficient indication of it. The Supreme Court after referring to a catena of its previous judgments held that summons may be issued if the allegations in the complaint, the complainant statement and other materials would show that there are sufficient grounds for proceeding against the accused.

The records of the instant matter, however, did not reveal that the Magistrate had complied with the provisions of Section 202 CrPC and applied her mind to the facts of the case and the law applicable thereto. The order of taking cognizance stated that “cognizance of the matter is taken against accused no. 1, 2, 3 and 4”. Section 190 CrPC deals with cognizance of offence by Magistrate, which provides that the Magistrate “may take cognizance of any offence.” It is settled law that cognizance is taken of the offence and not the offender. The Magistrate did not even mention which of the offences she had taken cognizance of.

It was, thus, held that the Magistrate failed to exercise her discretion to issue summons against the petitioners residing beyond her territorial jurisdiction in the manner required. Even otherwise, considering the allegations, it was found that there was no material before the Court to proceed under criminal jurisdiction. [Mohd. Yusufuddin Ahmed v. Ruth Karthak Lepchani, 2019 SCC OnLine Sikk 198, decided on 07-12-2019]