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Underwriters And Underwriting Commission And Judicial Remedies Present In Cases Of Illegal Acts Committed By The Underwriter

Risk denotes the exact probability of the particular eventualities. In the finance sector, it is the probability that the actual return of an investment will be different from the expected. And when a company undertakes an undertaking, it's required to deal with a range of risk factors. The main headache of the issuing company is regarding the sum of shares to be subscribed, and the possibility of shares being undersubscribed.[1]

Unless and until the minimum subscription sum specified in the prospectus is raised in the public offering, a company may not assign shares offered in a public issue. It is the daredevil who comes to the rescue of the Insurer Company and plays with the associated risks. The risk-taker is known by underwriter name.

The underwriting method is followed by the companies in order to prevent under subscription of shares and to be sure of the volume of shares that will be subscribed.
Critical Analysis of Concepts related to Underwriter, Underwriting and Underwriting Commissions

Underwriters are those individuals who decide to take in shares or debentures that are not completely subscribed in a public issue. They make a pledge to get others or themselves to subscribe to the issue. If a company wants to go public, it needs a guarantee that if the public doesn't completely subscribe to its shares, there will be someone to subscribe to those shares. The Underwriter enters an arrangement with the issuer business that will be subscribing to the securities that remained unsubscribed in the case of such an occurrence, by itself or by others.[2]

 The Underwriter receives a certain amount from the issuer company for performing this work, known as underwriting commission. An Underwriter can be any person, whether a corporate body or just any financial firm. Just an individual may be an underwriter, and there is no barrier to that in the provisions of law. The only prerequisite is for them to be licensed under Regulation 3 of the SEBI Regulations (Underwriters).[3]

The only requirement for an underwriter is that he needs adequate financial resources, enabling him to carry out his job efficiently and effectively. According to Regulation 7 of the SEBI (Underwriters) Act, the person's net worth should not be less than 20 lakhs. As regards the definition of Underwriter, Black's Law Dictionary describes an Underwriter as "one who purchases stock from the issuer with the purpose of reselling it to the public, an individual or organization who guarantees the sale of newly issued securities by purchasing all or part of the shares for resale to the public".[4]

According to Section 2(1)(f) of the SEBI (Underwriters) (Amendment) Regulations,2006, Underwriter means individual engaged in the underwriting business. Underwriting is a standard procedure used in financial, insurance, and investment banking and in various industries.[5] By Regulation 2(fa) of the SEBI (Underwriters) Regulations, the term underwriting has been described as 'an agreement with or without conditions to subscribe to the securities of a corporation if the existing shareholders of such corporation or the public do not subscribe to the securities offered to them'.[6] An underwriter's status in the entire public offering process is that of an intermediary between the Company and the potential investors.

It is because part of his work needs him to support the company in a public affair by making prospective investors aware of the company's industry, finances and individuals involved in the company. The underwriters receive a remuneration from the company that is known as the underwriting commission for performing its part of the contract. This contract is different from a brokerage contract, since a broker does not carry on as many duties as an underwriter.

Decoding the Roles and Objectives of an Underwriter

Under the Companies Act, when an individual decides to take up the shares listed in the underwriting agreement when the public or others have refused to subscribe to them, it is called the underwriting agreement. Of this reason a commission is granted to the underwriter who guarantees the selling of securities.[7]

The individuals responsible for issuing the company's securities, known as issuers, have the option of determining whether to underwrite the stock. If the issue is not subscribed, there is a possibility that the issue will occur under subscribed and even if 90 percent of the minimum subscription is not received, the money will have to be fully reimbursed. Therefore, on the part of the issuer, there is an urgent need to seek the assistance of underwriters to complete the issue of shares successfully.

The significance of Underwriting can be further underscored by the Underwriters' following functions

  1. Assurance of Adequate Finance:
    Underwriting is an act of guarantee by an underwriter for the purchase and payment of shares or debentures put before the public in case of non-subscription. Therefore an insurance provider is assured by underwriting to obtain the necessary funds from the issuance of shares or debentures.[8]
     
  2. Supplying valuable information to the Company:
    In addition to minimizing the issuing companies 'risk regarding the issue's performance, the underwriters provide useful information about the capital market environment, the investors' general reaction, etc. to the issuing companies.[9] Usually, these companies benefit from the Underwriters' expert advice.
     
  3. Distribution of Securities:
    When shares are bought, underwriters allocate the same to actual investors. Through agents and others, the underwriters diffuse the issue over a large number of investors scattered across different parts of the country. Underwriting thus lets promoters maintain control over the management of the issuing company.[10]
     
  4. Increase in Goodwill of the Issuing Company:
    The Underwriting of capital issues by prestigious institution gives investors' confidence and improves their responses to the issues. Investors in developed countries are affected solely by the Underwriting agencies reputation than by the issuing company's reputation.[11] Underwriting, therefore, inevitably increases the issuing firm's goodwill.
     
  5. Service to the Prospective Investors:
    Underwriters provide the prospective investors with important information about the issuing companies and also advise them on various risks and concerns relevant to the issuing company and the securities. They allow investors to invest more on their capital gain and channel the savings to corporate securities. Thus potential investors are also benefitted through the Underwriting process.

Every underwriter whether an Individual or an Underwriting firm must meet those duties and obligations as the part of the job the issuing company bestows upon them. Each Underwriter is required to abide by the 'Code of Conduct' as prescribed by existing laws.[12]

Under the powers bestowed on them, the underwriters must enter into an understanding with their subscribers time and time again. The underwriter's agreement must clearly state the time during which the agreement will be in effect, the amount of the underwriting obligation, the time during which the Underwriter must subscribe to the issue after it has been intimated by or on behalf of a client and the amount of commission or brokerage payable to the underwriter.[13]

A Brief Understanding of various kinds of Underwriting Agreement

An underwriting arrangement is a deal between a group of investment bankers who make up an underwriting party or syndicate and the issuing company of a new issue of securities. The underwriting agreement is intended to ensure that both parties recognize their role in the process, thus mitigating possible disputes.[14]

The underwriting agreement can be called the arrangement between a company issuing a new issue of shares, and the underwriting party that decides to buy and resell the issue for profit. The underwriting agreement includes the contract information, including the obligation of the underwriting party to buy the new issue of securities, the agreed-upon price, the actual resale price and the date of settlement.

There are mainly six types of Underwriting Agreements which are taken into consideration on regular basis:

  1. Firm Underwriting:
    The first on is the 'Firm underwriting' where the underwriter purchases the Company's entire Initial Public Offering (IPO) issue and sells it to interested business buyers. Under this form of underwriting arrangement, an underwriter decides to purchase a certain number of shares or debentures besides the shares or debentures that he has already agreed to subscribe to under the underwriting agreement.[15]

    In Firm Underwriting, even though the issue is over-subscribed, the underwriters are liable to take up the negotiated number of shares or debentures. The shares are however purchased from the company at a price less than the price of the offer and sold to the public at the price of the offer. That he gets as a commission is the difference between purchase and selling costs. The liability incurred here is greater because the entire stock issue has to be sold and any unsold stock remains with him.[16]
     
  2. Complete and Partial Underwriting:
    Complete Underwriting is defined as when a company underwrites the entire issue or shares or debentures. In such a situation, the whole issue is either underwritten by a person or organization agreeing to take the whole risk, or by a number of firms or institutions, each agreeing to take the risk to a specific degree.[17]

    Whether only a portion of a company's share issue or debenture is underwritten, it is known as Partial Underwriting. In such a situation, either an person or an organization decides to take the entire risk to a limited degree, accepts the part of the issue.
     
  3. Syndicate Underwriting:
    The Syndicate Underwriting comes to rescue in that scenario when the issue is way too tenuous and contains far too many clauses that it is almost impossible for a single underwriter to complete. It is performed when a single underwriter is not sufficiently resourceful to take up all of the issued securities, or when he does not want to spend all his money in one issue. This is often done to split risks when a large number of securities are issued by the Firm. Few underwriting firms form a syndicate in syndicate underwriting and jointly undertake to underwrite the concern.[18] The sum to be underwritten and the ratio between the firms shall be calculated in advance. For example, 6 Underwriters may form a syndicate and underwrite for a Rupees 10,000 issue in the ratio of 30:20:20:10:10:10.
     
  4. Joint Underwriting:
    If the issue is too large for one underwriter to manage then according to Joint Underwriting, the issuer company itself appoints more than one underwriter to reduce the pressure on a single underwriter. For a given sum and in a particular ratio, each Underwriter underwrites this.[19] This is somewhat different from Syndicate Underwriting, as the underwriters themselves form a syndicate in Syndicate Underwriting and work as a single underwriting company. In the case of Joint Underwriting, on the other hand, the issuer company itself appoints a number of companies to underpin the issue.
     
  5. Best Efforts Underwriting:
    The fifth category of Underwriting Agreement is best efforts Underwriting where the underwriter will not buy the entire stock issue but ensures that the issuing firm must make every attempt to ensure that issues are purchased at the highest possible price by the public. The underwriter is less responsible here, because he does not bear any repercussions if the entire stock remains unsubscribed.[20]
     
  6. Sub-Underwriting:
    When an underwriter has agreed to underwrite an issue and then finds that it is beyond his individual financial and organizational ability, then a sub-underwriter can be appointed by him to cover himself. The sub-underwriter is only responsible to the underwriter in the particular case of Sub-Underwriting, and he has no relation to the issuer company.[21]
     
The underwriter-sub-underwriter arrangement is the same as that of agent-sub-agent. This is often done to reduce the chances of the risk involved. However, a sub-underwriter's responsibility depends on the amount of shares the public decides to subscribe to, and also on the underwriter's instruction to subscribe to or receive subscription of the securities.[22]
Underwriting Commission- A Basic Overview

Underwriting commission is the compensation an underwriter receives from investors for placing a new issue. This is the fee paid to an underwriting firm or individual by the issuer company to subscribe to a security issue. Even if the company does not have to buy any shares, the fee is paid as a return on the implicit risk that the underwriting contract implies. In the legal structure of the United States of America, Underwriting Commission is measured as a refund from the new issue's amount.[23]

An issuer can, for example, sell a bond to the underwriter at $90 per bond. The underwriter then positions the problem at $100, thereby enabling it to make a profit of $10. The profit that is made is rightly called as Underwriting Commission. As provided for in Section 40(6) of the Companies Act, 2013[24], an issuer company can pay the Underwriting Commission to any individual or underwriting firm in connection with subscribing to its securities subject to such conditions as may be specified.

Under Rule 13 of the Companies (Prospectus and Allotment of Securities) Rules, 2014[25] an issuer company can, subject to certain conditions, pay commission to any individual in connection with the subscription or procurement of the subscription to its securities, whether absolute or conditional. The payment of the Underwriting Commission shall be exclusively granted in the Article of Association of the issuer company.[26] 'The underwriting commission may be paid out of the proceeds of the issue or the profit earned by the company or both.[27]

In the case of shares, the rate paid or agreed to be paid to the Underwriting Commission by the Company shall not exceed five per cent of the share at which the shares are issued or a rate authorized by the Association Article which is less than one. The Underwriting Commission shall not, in the case of Debentures, extend two and a half percent of the price at which the debentures are sold, except as defined in the Company's Article of Association.

Without the authority given by section 40(6) of the Companies Act of 2013 and Rule 13 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 it would be illegal for a corporation to pay any such fee, and it would also be unconstitutional to offer securities at discount in a firm underwriting.

The Underwriting commission shall, however, only be charged if the underwriter has subscribed or agreed to subscribe to the shares and not when he purchases the share, otherwise it would amount to a breach of Section 67, which prohibits any kind of financial assistance for the purchase of the company's shares.[28]

This is not mandatory, however, that the commission be paid out of the capital only, it may also be paid out of income. Other forms such as sort, percentage or lump sum may also be used to make payment. The fee the underwriter receives is also taxable, but not because he has to buy the unsold stock himself. Section 29 of the Companies Act, 2013[29], states that any corporation that makes a public offer and any other type or type of company or company that may be approved shall issue the securities only in the form of a decartelized way.[30]
Underwriters and Prospectus- Understanding the views laid down by Carl Montemayor

A Prospectus is a document provided by the public and investors encouraging them to subscribe. The prospectus' key function is to warn prospective investors of the risks associated with investing in the company.[31] Section 2(70) of the Companies Act, 2013 defines Prospectus as 'A prospectus refers to any document described or released as a prospectus and includes Red Herring Prospectus as referred to in Section 32 or Shelf Prospectus as referred to in Section 31 or any circular notice, advertisement or other documents inviting the public to subscribe or buy any securities of an issuer company.'[32]

The underwriter needs to ensure that all the laws relating to the issue are fully complied with throughout the course of issuing securities. One significant task is in relation to the Company's draft prospectus and final prospectus. Red Herring Prospectus is the prospectus that lacks the full information on the quantum of the securities' worth. Section 32 of the Companies Act, 2013[33] which corresponds to Section 60B of the Companies Act, 1956[34] explains the purpose and process of a Red Herring Prospectus. Red Herring Prospectus is defined as 'A prospectus that does not contain the full quantity or price of the securities contained in the prospectus'.

A Red Herring Prospectus is a critical tool for discovering the price of a security provided to the public using "Back-Building" process. Merchant bankers who manage the debenture or company's public offerings use a RHP to check the demand and price of the proposed securities and then use it to determine the final size and price of the public offer.[35]

The company must file a Red Herring prospectus with the SEBI via its underwriter, at least thirty days before the prospectus is forwarded to the Registrar (ROC) for registration or the letter of offer is submitted to the stock exchange.[36] The prospectus will list the particulars of the underwriter(s), such as his name, address and contact information, and the amount of securities that he has underwritten.[37]

In addition to this draft prospectus, the underwriter must also file a report with the SEBI on due diligence. Copy of the final prospectus should then be submitted to the board and to the designated stock exchange where the securities are to be listed.[38] The underwriter mainly has to submit a due diligence report three times, firstly when the prospectus is sent for registration to the ROC. Furthermore, just before the issue opens, it specifies that important corrective steps are being taken. And thirdly, after the issue has been opened for the general public but before the subscription closes.

The foregoing rules and regulations make it clear that a large amount of obligations are levied on the Company as well as on the underwriters during the issue of securities. The aforementioned rules reduce any possibility for the Company or the Underwriter to induce investors to commit any kind of fraud or misrepresentation. Another clause that protects the interests of underwriters and sub-underwriters is Section 36 of the Companies Act, 2013,[39] which makes any person liable under Section 477 who knowingly or negligently makes a false or misleading statement or hides relevant facts to induce a person to take out securities.

Judicial Remedies in Cases of Illegal Acts done by Underwriters

Underwriters play an significant role in the issuing companies to seek to reduce the risks involved in the issuing firms ' financial sector by preparing a prospectus, which is by far one of the most critical documents relevant to the issues. As a result, the Underwriters are granted tremendous control in decision-making and the Issuing Company's credibility lies a lot in the hands of the Underwriting companies.

Section 34[40] and Section 35[41] of the Companies Act, 2013 impose criminal and civil liability on any person who "authorizes the issue of a prospectus" containing any mistakes respectively. If these provisions are understood in the light of the SEBI guidelines listed in the previous sanction, then it can be deduced that even an underwriter will be liable for any false statement in the prospectus specified in the prospectus because they are actively involved in the creation of the company's prospectus and have to carry out due diligence regarding the same.

Besides that there are several other SEBI guidelines (ICDR) which serve as a safeguard.[42] For example, Regulation 57 needs all relevant details to be provided in the letter of offer so that the investors can make an informed decision.[43] Regulation 64 also imposes on the underwriter the responsibility to carry out due diligence in order to satisfy himself that the disclosure requirement in the prospectus is properly met.[44]

It also keeps the liability on him ever after the issue process has ended. Regulation 111A and Regulation 111 B of the SEBI (ICDR) (Amendment) Regulation 2017 made those rules more stringently applicable. Section 111A specifies that in the case of non-compliance with the Regulation, along with securities obligations, fines will be levied, trading will be suspended, and the promoter holding of approved securities will be freezed.[45] In addition, Regulation 111B specifies that, in the case of failure to pay the fine levied by the specified stock exchange, more appropriate steps can be taken against the defaulting party under the law.[46]

One of the Issuing Company's main challenges is the Underwriter's Non-Disclosure of valuable information in the Prospectus. This issue was taken up in the seminal judgment of DLF Limited and Ors v SEBI [47], before the Securities Appellate Tribunal of Bombay Branch. DLF announced that a certain Sudipti Estates Pvt Ltd (SELP) was a joint venture of the DLF in the draft Red Herring Prospectus, but this position was subsequently modified when they released a new prospectus after withdrawing the previous one.

The tribunal in Bombay admitted that DLF breached the Disclosure and Investor Protection (DIP) guidelines on the grounds of non-disclosure of details relating to the subsidy companies but dismissed SEBI's prohibitory order claiming that DLF had not put any dependence on any documents that would have deceived the investors. There it is contended that the non-disclosure of a holding-subsidizing relationship between the companies would constitute important information that would be necessary for the prospectus to be included.[48]

Another problem is the falsified representation misstatement in the prospectus. In India, from these errors, both civil and criminal liability emerges. Because the transactions are contractual in nature and only mandatory damage is caused, hence compensation has to be paid in civil liability.

Nevertheless, in situations where an Initial Public Offering (IPO) is filled out for a stock sale to the market, the responsibility faced is minimum punishments of three years along with fine. The Companies Act, 2013 did not describe misrepresentation. But there is a specific description of fraud in the clarification given in section 447 of the Companies Act of 2013[49].

Section 447 of the Companies Act defines Fraud as, 'Fraud in relation to a company's or any corporate entity's affairs includes any act, omission, concealment of fact or misuse of a role committed by any person or individual with connivance in any way, with the intention of undermining, obtaining undue benefit from, or harming the interests of the company or its shareholders to harm the interests of the company or any individual, whether or not there is any wrongful gain or loss'.

This issue was taken up in the judgment of R v Kylsant.[50] The court was of the opinion in the seminal judgment that by doing so, the company was jeopardizing investor. In the landmark judgment of Ajay Jain v Registrar of Companies[51], the company issued a prospectus to invite investors in which it stated it would undertake leasing operations. It also meant the company incurred profits. However, the firm's directors' true intention was to collect funds from the public. And it was a simple prima facie that the prospectus was fake. Therefore the court quashed the director's appeal under section 482 of the Code of Civil Procedure.[52]

As regards due diligence, the appeal tribunal in the Almondz case[53] noted that the degree of due diligence to be performed by the underwriter should be that of a fair person. An underwriter cannot be asked to act as an investigative entity. Nevertheless, the court acknowledged that the underwriter would have had to go through the company's own bank statements and not only rely on the Statutory Auditor's report and the company's statement. The court therefore cancelled the underwriters' registration certificate and barred them from taking up a new assignment or taking part in a new issue because they failed to carry out proper due diligence regarding the company's bank statements and the disclosure of the related party's transaction.[54]

As regards the committing of cheating in obtaining commission and the procurement of subscription, the Supreme Court in the case of 'Naini Gopal[55]' observed that the company's directors may assist the underwriter in canvasing the selling of shares, and such an act does not lead to cheating. An underwriter can also acquire securities subscription in any way he wants and the Client should not be bothered about that.

It has been found that underwriters at the request of the issuing companies avoid filing a prospectus by raising funds or issuing funds in the name of private placement in several instances. The court dealt with an issue in the similar lines in the judgment of Gitanjali Udyog Ltd and Others[56].

In the abovementioned case, the company released offers to a few allottees for Non-Convertible Debentures (NCDs) and said that this was achieved through private placements. SEBI found that the bid was made to Financial Institution, Mutual Funds, HUFs and Cooperate Bodies via the prospectus and bid papers. Accordingly, it maintained that such a group of individuals cannot be regarded as private placement investors.

As the NCDs offer was in the form of a public bid, the company was forced to file its prospectus with the ROC before making such a bid. The company had also failed to comply with the instructions provided under S. 40(2) of the Companies Act, 2013 which requires the names of the stock exchanges to be listed on the prospectus. As a result the company was made liable for mobilizing public funds illegally and unauthorized.

Conclusion
One very significant aspect of the many tasks an underwriter performs is that he plays the role of a market-maker. This manages a large portion of the volume of trading within the first few days after the stocks start trading. Therefore, it is the underwriters who have liquidity for the newly traded public offering. Therefore they play a critical role in creating the suitable business environment by mitigating the risks for the issuing companies.[57]

The rules and regulations issued by the Companies Act and the SEBI ensure adequacy and reliability of the works carried out by the underwriter. The implementation of these laws also makes it easier for underwriters to obtain consumer trust and procure securities subscription, as there is less room for fraud and misrepresentation, and investors have reasonable recourse in the event of failure.

After persuading the Underwriters and Underwriting Agreement by the laws and legal precedent, it can be summed up that there has been no significant alteration in the requirements provided for an Underwriter's policy except for the addition of conditions and more rigorous penalties.

Nevertheless, if the laws are enforced too strictly, it may lead to discrimination as underwriters are unable to perform inquiries like professional investigative agencies. The degree of due diligence which the underwriter needs does not exceed a fair threshold. Nevertheless, the requirement depends on case-by - case basis, because different types of underwriters have varying levels of capacity to execute their contract part. For instance, and individual underwriter does not have the same resources as corporate body.

End-Notes:
[1] A. Ramaiya, GUIDE TO COMPANIES ACT 754-756 (18 ed. Lexis Nexis 2015).
[2] Ajitesh Mohan, Underwriter in Indian Capital Market, CLIFFORD CHANCE BUSINESS SERVICE (August 22nd, 2020, 2.30AM), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1501630#:~:text=Let%20us%20now%20take%20a,securities%20of%20a%20body%20corporate%E2%80%9D.
[3] Regulation 3 of the SEBI (Underwriters) Regulations, 1993.
[4] Black's law dictionary, definition of underwriter, ACADEMIC (August 21st, 2020, 11.20PM), https://blacks_law.enacademic.com/42963/underwriter.
[5] Regulation 2(1)(f) of the SEBI (Underwriters) Regulations, 1993.
[6] Regulation 2(fa) of the SEBI (Underwriters) Regulations, 1993.
[7] Ankita Sejpal, What does an Insurance Underwriter Do, TURTLEMINT (August 20th, 2020, 1.20AM), https://www.turtlemint.com/life-insurance/articles/insurance-underwriter/.
[8] Maureen Malone, What Are the Duties of an Insurance Underwriter, CAREER TREND (August 22nd, 2020, 2.40PM), https://careertrend.com/duties-insurance-underwriter-3735.html.
[9] Dhaval S, Underwriting: Meaning, Need and SEBI Guidelines, BUSINESS MANAGEMENT IDEAS (August 21st, 2020, 3.40AM), https://www.businessmanagementideas.com/financial-management/capital-issues/underwriting-meaning-need-and-sebi-guidelines/4148.
[10] Road Show, Money Control, GLOSSARY (August 20th, 2020, 12.30PM), https://www.moneycontrol.com/glossary/ipo/road-show_955.html.
[11] Ajitesh Mohan, Underwriter in the Indian Capital Market, SSRN (August 21st, 2020, 11.37AM), http://ssrn.com/abstract=1501630.
[12] Soumyo Saminathan, Underwriting | Importance | Types | SEBI Guidelines | Advantages, MONEY MATTERS (August 23rd, 2020, 1.23AM), https://accountlearning.com/underwriting-meaning-importance-types-sebi-guidelines/.
[13] Noam Sher, Negligence Versus Strict Liability: The case of Underwriter Liability in IPO's, DEPAUL BUSINESS AND COMMERICAL LAW JOURNAL (August 22nd, 2020, 4.40AM), https://via.library.depaul.edu/cgi/viewcontent.cgi?referer=https://www.google.com/&httpsredir=1&article=1206&context=bclj.
[14] Sanjay Bulaki Borad, Types of Underwriter-All you need to know, EFINANCE MANAGEMENT (August 20th, 2020, 10.30AM), https://efinancemanagement.com/sources-of-finance/types-of-underwriters.
[15] Alber Phung, Do Underwriters make guarantees to sell an entire IPO issue,INVESTOPEDIA (August 22nd,2020, 12.30AM), https://www.investopedia.com/ask/answers/06/underwriteripo.asp.
[16] Vinita B, Underwriting of a Company, ACCOUNTING NOTES (August 21st, 2020, 12.30AM), https://www.accountingnotes.net/company-management/underwriting/underwriting-of-a-company/8251.
[17] Toran Lal Verma, Types of Underwriting, COMMERCE STUDY GUIDE (August 23rd, 2020, 1.20AM), https://commercestudyguide.com/types-of-underwriting/.
[18] Underwriting, Business. Gov. In Business Knowledge Resource Online, INDIAN GOV (August 20th, 2020, 12.30AM), https://archive.india.gov.in/business/search.php.
[19] Ibid.
[20] Priyali Sharma, Underwriting of shares and debentures: A close view, YOUR ARTICLE LIBRARY (August 22nd, 2020, 7.30AM), https://www.yourarticlelibrary.com/accounting/underwriting-of-shares/underwriting-of-shares-and-debentures-a-close-view/70815.
[21] Toran Lal Verma, Types of Underwriting, COMMERCE STUDY GUIDE (August 23rd, 2020, 1.20AM), https://commercestudyguide.com/types-of-underwriting/.
[22] Dena Bank v. K. Motiram Vakil, AIR 1989 Bom 264,266.
[23] Ashley Chorpenning, What is an Underwriter and What do they do, SMART ASSET (August 22nd, 2020, 1.35AM), https://smartasset.com/insurance/underwriter.
[24] The Companies Act, 2013 40(6).
[25] Rule 13 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
[26] The Companies Act, 1956 76 (1) (b) (iii).
[27] A. Ramaiya, GUIDE TO COMPANIES ACT 754-756 (18 ed. Lexis Nexis 2015).
[28] The Companies Act, 2013 67.
[29] The Companies Act, 2013 29.
[30] Commissioner of Income Tax v. U.P. State Industrial Development Corporation (1997) 4 SCC 701.
[31] Subodh Asthana, Concept of Prospectus under the Companies Act 2013, IPLEADERS (August 21st, 2020, 12.40AM), https://blog.ipleaders.in/concept-prospectus-companies-act-2013/.
[32] The Companies Act, 2013 2(70).
[33] The Companies Act, 2013 32.
[34] The Companies Act, 1956 60B.
[35] Vedanta Yadav, Red Herring Prospectus and Related Judicial Stance, LAW TIMES JOURNAL (August 21st, 2020, 6.27AM), https://lawtimesjournal.in/red-herring-prospectus-related-judicial-stance/.
[36] Regulation 6(4) of the SEBI (ICDR) Regulations, 2009.
[37] Carl Montemayor, Prospectus and Underwriter, SCRIBD (August 22nd, 2020, 6.40PM), https://www.scribd.com/document/202459785/Prospectus-and-Underwriter.
[38] Regulation 6(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
[39] The Companies Act, 2013 36.
[40] The Companies Act, 2013 34.
[41] The Companies Act, 2013 35.
[42] Sylvine, Key Features of SEBI (Underwriters) Regulations, IPLEADERS (August 22nd, 2020, 12.07AM), https://www.google.com/search?q=Sylvine%2C+Key+Features+of+SEBI+(Underwriters)+Regulations%2C+IPLEADERS&rlz=1C1CHZL_enBD765BD765&oq=Sylvine%2C+Key+Features+of+SEBI+(Underwriters)+Regulations%2C+IPLEADERS&aqs=chrome.0.69i59.785j0j7&sourceid=chrome&ie=UTF-8.
[43] Regulation 57 of the SEBI (ICDR) Regulations, 2009.
[44] Regulation 64 of the SEBI (ICDR) Regulations, 2009.
[45] Regulation 111 A of the SEBI (ICDR) (Amendment) Regulations, 2017.
[46] Regulation 111 B of the SEBI (ICDR) (Amendment) Regulations, 2017.
[47] DLF Limited and Ors v SEBI 2012 SCC OnLine Del 46.
[48] Ibid.
[49] The Companies Act, 2013 447.
[50] R v Kylsant (1936) 154 L.T. 499.
[51] Ajay Jain v Registrar of Companies 2010 (119) DRJ 545.
[52] The Code of Civil Procedure, 1908 482.
[53] Almondz Global Securities Ltd v Securities and Exchange Board of India [2016] 136 SCL 320 (SAT).
[54] Sylvine, Key Features of SEBI (Underwriters) Regulations, IPLEADERS (August 22nd, 2020, 12.07AM), https://www.google.com/search?q=Sylvine%2C+Key+Features+of+SEBI+(Underwriters)+Regulations%2C+IPLEADERS&rlz=1C1CHZL_enBD765BD765&oq=Sylvine%2C+Key+Features+of+SEBI+(Underwriters)+Regulations%2C+IPLEADERS&aqs=chrome.0.69i59.785j0j7&sourceid=chrome&ie=UTF-8.
[55] Naini Gopal Lahiri v. State of Uttar Pradesh (1965) 35 Com Cases 30 (SC).
[56]Gitanjali Udyog Ltd and Others WTM/RKA/EFD/142/2016.
[57] Ajitesh Mohan, Underwriter in the Indian Capital Market, SSRN (August 21st, 2020, 11.37AM), http://ssrn.com/abstract=1501630.

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Section 482 CrPc - Quashing Of FIR: Guid...

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The Inherent power under Section 482 in The Code Of Criminal Procedure, 1973 (37th Chapter of th...

How To File For Mutual Divorce In Delhi

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How To File For Mutual Divorce In Delhi Mutual Consent Divorce is the Simplest Way to Obtain a D...

Whether Caveat Application is legally pe...

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Whether in a criminal proceeding a Caveat Application is legally permissible to be filed as pro...

The Factories Act,1948

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There has been rise of large scale factory/ industry in India in the later half of nineteenth ce...

Constitution of India-Freedom of speech ...

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Explain The Right To Freedom of Speech and Expression Under The Article 19 With The Help of Dec...

Types of Writs In Indian Constitution

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The supreme court, and High courts have power to issue writs in the nature of habeas corpus , quo...

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