Corporate updates

SEBI Website
1. SEBI orders on the Jet-Etihad Acquisition that Etihad cannot be termed as person acting in
concert
The SEBI, has passed an order dated May 8, 2014, inter-alia, stating that Etihad cannot be
termed as a person acting in concert along with the existing promoters of Jet under regulation
2(1)(q) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and it has not
acquired control over Jet under regulation 2(1)(e) read with regulation 4 of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 consequently exempting it from making
an open offer for more shares in its Indian partner. After having examined the various clauses in
the transaction documents, including Eithads right to appoint 2 out of 12 directors on the board
of Jet as long as Etihad holds at least a 15% equity interest in Jet. Sebi Concluded that it never
was Etihad's intention to acquire control in any manner over Jet. In fact, the Shareholders
Agreement and the other Transaction Documents were amended accordingly and the concerned
Regulatory Authorities were satisfied that "effective control" was vested in Indian nationals
before approving the FDI in Jet by Etihad. The order is attached herewith.

2. Risk management framework for Foreign Portfolio Investors (FPI) under the SEBI (Foreign
Portfolio Investors) Regulations, 2014
The SEBI has issued a circular to stock exchanges and clearing corporations on measures to be
undertaken with regard to trading and risk management of FPI trades, to effect a smooth
transition to the FPI regime, which will in effect from June 1, 2014. The circular can be accessed
from http://www.sebi.gov.in/cms/sebi_data/attachdocs/1400154572524.pdf

FIN MIN WEBSITE
1. Management information system for implementation of Handbook on adoption of
governance enhancing and non-legislative elements of the draft Indian Financial Code
released
document is a Management Information System (MIS) for the Ministry of Finance (MoF) to
monitor the implementation of the FSLRC Guidance Handbook (Handbook) by financial sector
regulators. It breaks down each recommendation of the Handbook into clearly quantiable
questions that the MoF can easily verify from the regulator's website and then assess whether
the recommendation has been complied with.
This MIS has been prepared with to fulfill the following objectives:
1. Provide an objective system of recording and aggregating information related to the
compliance with the Handbook; and
2. Enhance communication between regulators and MoF with regard to the adoption of the
Handbook.

The MIS handbook can be accessed from this link:
http://www.finmin.nic.in/fslrc/MIS_Handbook_GovEnhanc_fslrc.pdf

2. Committee Constituted to Review the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares (Through Depository Receipt Mechanism) Scheme 1993 comes out with
report
The Committee constituted under the chairmanship of Shri M. S. Sahoo, to comprehensively
review the current Scheme has submitted its report and has recommended a Draft of the new
Scheme which is to be notified at an appropriate stage after the enabling amendments have
been completed.
The key recommendations of the Committee include allowing issuance of Depository Receipts
against any underlying securities - equity or debt; by any issuer - listed or unlisted. The
Committee has recommended that DRs can be issued both for capital raising through new
shares or against existing/ secondary shares and the issuance may be either sponsored or
unsponsored. It is proposed that DRs will count as public shareholding if they have attached
voting rights for holders. The draft Scheme covers Depository Receipts only and FCCBs have
been left out of its ambit (they would continue to be governed by the existing scheme until
further notification).
The report can be accessed from here:
http://www.finmin.nic.in/reports/Sahoo_Committee_Report.pdf