This presentation clarifies the provisions of SEBI Takeover Code including exemptions and creeping acquisition provisions. In addition to this, it gives an anlaysis of recent amendment in regulations and judicial pronouncements made under these regulations.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
SEBI (SAST) Regulations, 2011 provides that whenever an acquirer acquires the shares/voting rights in excess of the threshold or control over the Target Company as prescribed under regulation 3, 4 and 5 of SEBI Takeover Regulations, then the acquirer is required to make a public announcement of offer to the shareholders of the Target Company. However, Regulation 10 of the SEBI (SAST) Regulations, 2011 provides the automatic exemption...
Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
Recent Changes In Capital Market - An Analysis of SEBI Takeover CodePavan Kumar Vijay
This presentation provides background and analysis of recent amendment in SEBI Takeover Code and judicial pronouncements made under these regulations. Besides, the presentation also answers certain controversial issues frequently questioned by the users.
EXTRACT OF THE PRESENTATION - FOR THE CASE LAWS COVERED IN THE SESSION & SEMINARS, FEEL FREE TO EMAIL ME.
SPECIAL THANKS TO CS SHAILASHRI BHASKAR MA'AM, CS PAVAN KUMAR VIJAY SIR FOR THEIR GUIDANCE.
SEBI Guidelines for Merger and Acquisition.
SEBI (Security Exchange Board of India)
Merger - Combination of two companies
Acquisition - When one company purchase most or all the company assets/shares.
Guidelines - Government body described some rules and regulations to follow.
SEBI (SAST) Regulations, 2011 provides that whenever an acquirer acquires the shares/voting rights in excess of the threshold or control over the Target Company as prescribed under regulation 3, 4 and 5 of SEBI Takeover Regulations, then the acquirer is required to make a public announcement of offer to the shareholders of the Target Company. However, Regulation 10 of the SEBI (SAST) Regulations, 2011 provides the automatic exemption...
Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
Recent Changes In Capital Market - An Analysis of SEBI Takeover CodePavan Kumar Vijay
This presentation provides background and analysis of recent amendment in SEBI Takeover Code and judicial pronouncements made under these regulations. Besides, the presentation also answers certain controversial issues frequently questioned by the users.
This presentation explains in detail and a lucid manner, all the provisions of SEBI Takeover code. Also, it deals with certain debatable issues under the code.
This presentation enumerates the practical aspects of merger, demerger and reduction of capital and the strategies involved therein. It also highlights certain key issues involved in corporate restructuring.
How to Begin Secretarial Audit (Compliance of All Applicable Law )Pavan Kumar Vijay
My Presentation at ICSI on 13/03/2015- "How to Begin- Secretarial Audit".
Secretarial Audit is a process to check compliance with –
• the provisions of various laws and Rules/Regulations/Procedures,
• maintenance of books, records etc,
• by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes.
• the Board of Directors has to give explanation in the Board’s Report to every qualification and observation or other adverse remark made by the Secretarial Auditor.
•So we can say that the Board of Directors has to ensure that there should be a system in the company through which Compliance Officer can Control on all compliances under all applicable Laws.
Read more...
Company Secretaries- Adding Value through TechnologyPavan Kumar Vijay
With the advancement of IT and Internet-based systems and tools, the scope of corporate and legal consultancy has widened; we can easily provide services to bigger and global clients. But the competition will also be with global players. So Company Secretaries have to learn and adapt new technologies to provide speedy solutions with collaboration of Human Intelligence and Internet based knowledge.
Corporate Governance is not only a legal compliance but is necessary for the optimum growth of a business. A transparent and well-governed company is perceived to be doing business in honest way and contributing in the development and wellness of society. Therefore businesses should adapt system of Corporate Compliance Management to establish and maintain Ethics, Integrity and Accountability in their routine. सत्यं वद, धर्मं चर (Forever Speak the Truth and Follow the Dharma) has been the mantra of good people and same applies to Corporate and Business.
Today I was at Assocham’s 2nd National Conference on Corporate Compliance Management to give my view on the quest for Corporate Governance and necessity of Corporate Compliance Management.
With resolution of Central Government for reforms, transparency and governance in Corporate Sector, sentiments in the Capital Market has turned positive. Companies Act 2013 has also helped in reinstating the confidence of small shareholders in Capital Market.
As the capital market has grown global, it has generated ample need and huge opportunities for pools of ready money for investments in specific sectors. In such a scenario, several new Investor and Market friendly laws like AIF/ REITs and InvIT have been introduced. SEBI has also recently simplified some norms of AIFs. These type of funds will help in rapid development and growth of various sector of the country.
Corporate Governance is the practice of transparency in operations and transactions expected from Corporate Houses. सत्यं वद, धर्मं चर (Forever Speak the Truth and Follow the Dharma) has been our old age mantra for high standard of living and governance practices. To imbibe Corporate Governance norms in the structure of a business, leaders have to have vision and inclination towards Ethics, Integrity and Accountability. History has shown that Companies who followed these practices have earned the faith of world at large. Well governed and transparent companies have fared well in their business and also contributed to maintain the inclusive development and growth of society.
Hostile Takeover Strategies with Analysis of Case StudiesPavan Kumar Vijay
Hostile Takeover, acquisition of a business by making unsolicited bids and giving attractive offers to the stakeholders to amass the controlling share and then bid to take control of the business and the management. The acquirer attempts to acquire a business by convincing small shareholders and financial institution of bright future prospects and also give them much larger premium for their shares. This is done to get an upper hand in that specific segment of Industry as well as market by acquiring an established business with proven track records.
How much negative this kind of takeover may look, there are many positive outcomes too. A bid of hostile takeover compels the management to work efficiently, true value of a business comes to fore, shareholders get an opportunity to sell their stake at a good premium etc.
Technology: Challenges and Opportunities for Company SecretaryPavan Kumar Vijay
Technology and mainly Information Technology has made the knowledge available in digital form and we have easy access to information for reference at any time. This brought both challenges and opportunities for the professionals like Company Secretaries.
As the law has permitted the use of IT in many procedures such as compliance, payments etc., it also expects proficiency in knowledge and efficiency in work from the professionals. Now the mantra of survival and success of a Company Secretary is proper application and management of knowledge, resources and time to compete. There is limitless scope of expanding the horizon for the profession.
Corporate Governance - Initiatives and AccountabilityPavan Kumar Vijay
I gave a lecture at ICSI on GOVERNANCE - Initiative and Accountability.
I believe that Corporates are expected to use their Capacity, Knowledge and Resources towards Maximization of stakeholders' value and well-being and progress of humankind.
There are four parts of this presentation-
1. Strengthening Board Framework
2. Stakeholder Interest Protection
3. Transparency and Disclosure
4. Impact of Change
All about CS Profession: Excellence Independence Professional Ethics Quality Pavan Kumar Vijay
All about Company Secretaries (CS) Profession by Pavan Kumar Vijay (pkvijay), past President of ICSI: A catalyst in Corporate Growth, an extended arm of Government/ regulators, the conscience seeker,
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
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3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
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LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
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VAT Registration Outlined In UAE: Benefits and Requirementsuae taxgpt
Vat Registration is a legal obligation for businesses meeting the threshold requirement, helping companies avoid fines and ramifications. Contact now!
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RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
Marvin neemt je in deze presentatie mee in de voordelen van non-endemic advertising op retail media netwerken. Hij brengt ook de uitdagingen in beeld die de markt op dit moment heeft op het gebied van retail media voor niet-leveranciers.
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2. T AKEOVER SHARES CONTROL BOTH SHARES & CONTROL Acquisition Lifting the veil
3. Understanding shares REG 2(k) Shares carrying voting rights & any security which would entitle to receive shares with voting rights in future But shall not include PREFERNCE SHARES ISSUE What is the status of partly paid shares under SAST Regulations, 1997? The partly paid up shares are also shares under Takeover Code as voting rights is embedded in partly paid up shares.
4.
5. Thresholds defined FOR COMPLIANCE Acquisition of more than 5%, 10%, 14%, 54% & 74% [Regulation 7] Persons, who are holding between 15% - 55%, acquisition/ sale aggregating more than 2 % or more voting rights [Regulation 7(1A)]
6. Compliance Chart – Regulation 7 Regulation No. By whom To whom Time limit 7(1) Any person who acquires more than 5%, 10%, 14%, 54%, 74% Company Stock Exchange 2 Days 7 (1A) Any person who holds 15%-55% shares and purchases/sells more than 2% shares Company Stock Exchange 2 Days 7 (3) Target Company Stock Exchange 7Days
7. Thresholds defined FOR OPEN OFFER Acquisition more than 15% or more voting rights [Regulation 10] Persons, who are holding between 15% - 55%, acquisition more than 5% or more voting rights in a financial year.[Regulation 11(1)] Persons, who are holding more than 55% , acquisition o f single share or voting right other than by way of open market acquisition or Buy-back [Regulation 11(2)]
10. Exemptions Whether exemption is available from SEBI Takeover Code? No Exemption is available only from the provisions of Regulation 10, 11 & 12. The provisions of regulation 7 are nevertheless required to be complied.
12. Categories for Inter-se transfer Acquirer & Persons acting in concert Relatives under Companies Act, 1956 Group under MRTP Act, 1969 Qualifying Promoters Categories
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15. Qualifying Indian Promoter & Foreign Collaborators, who are shareholders. Category III – Inter-se transfer for Qualifying Promoters Qualifying Promoters Category III – Promoters… contd
16. Category IV –… contd Category IV – Acquirer and Persons acting in concert ACQUIRER Reg 2(b) PAC Reg2(e) Exemption available only after 3 years from the date of closure of open offer made under these Regulations.
17. Pre- Conditions for availing Inter- se transfer Conditions Category I (Group) Category II (Relative) Category III (Qualifying Promoter) Category IV (Acquirer & PAC) i. Transfer is at a price > 25% of the price determined in terms of Reg 20(4) & 20(5) of SEBI (SAST) Regs, 1997. N N Y Y ii. 3 yrs holding of shares by transferee & transferor. N N Y N iii. Compliance of Regulation 6, 7 & 8. Y Y Y Y
18. Checks & Balances under Regulation 3 Reg 3(3) Reg 3(4) Reg 3(5) Advance Intimation (4 days in Advance) Report (21 days of acquisition) Fees to be accompanied with Report (Rs 25000) C O M P L I A N C E
24. Extra Creeping Acquisition Limit of 5% No acquisition is allowed through Bulk Deal / Block Dea l/ Negotiated Deal
25.
26. Queries and Answers 53% 56% 55% 55% What is maximum number of shares that can be acquired? 2% 5% Open Offer A B Creeping acquisition limit for shareholders holding less than 55% and more than 55% shares.
33. Compliances under SEBI (SAST) Regulations Regulation No. Particulars By whom To whom Time line 8A(1) Information about all the shares pledged by the promoters of the company before the notification of the amendment. Promoter or every person forming part of the promoter group Company Within 7 working Days of notification of the amendment upto February 06.2009. 8A(2) On pledge of shares Promoter or every person forming part of the promoter group Company Within 7 working days from the date of creation of pledge of shares.
34. Compliances under SEBI (SAST) Regulations Regulation No. Particulars By whom To whom Time line 8A(3) On invocation of pledge Promoter or every person forming part of the promoter group Company Within 7 working days from the date of invocation of pledge on shares. 8A(4) Information received under regulation 8A (1), (2) and (3) if the total number of shares pledged during the quarter along with the shares already pledged exceeds 25000 or 1% of the total paid up capital of the company whichever is lower. Company Stock Exchange Within 7 working days of receipt of information under regulation 8A (1), (2) and (3).
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45. Comparison of Regulation 4 and 29A Exemption from SEBI Takeover Panel Relaxation from Compliances of Open Offer
46. Comparison of Regulation 4 and 29A Criteria Regulation 4 Regulation 29A Purpose Exemption from Open Offer Relaxation from Open Offer Scope Applicable to Regulation 10, 11 and 12 only Applicable to all the provisions of Chapter III Pre-Conditions No Yes Competitive Bid Not Applicable Not Allowed Time Line Prescribed Not Prescribed
50. An Analysis of Recent Judicial Pronouncements Whether the professional director will be deemed as persons having control over the company?
51. An Analysis of Recent Judicial Pronouncements – Contd… Compliance of regulation 6, 7 & 8 – A pre-condition for exemption?
52. An Analysis of Recent Judicial Pronouncements – Contd… Failure of make PA vs. Failure to make PA in time
53. An Analysis of Recent Judicial Pronouncements – Contd… Acquisition of shares by Broker – Business or investment?
54. An Analysis of Recent Judicial Pronouncements – Contd… Violation of regulations vs. intention – which is important for penalty
55. An Analysis of Recent Judicial Pronouncements – Contd… Whether consent of promoter is necessary to treat him as a promoter?
56. An Analysis of Recent Judicial Pronouncements – Contd… How Prior holding of 3 years will be calculated in case of demerged company for claiming exemption?
57. An Analysis of Recent Judicial Pronouncements – Contd… What the relevant date for calculating 4 working days for PA in case of indirect acquisition?
58. An Analysis of Recent Judicial Pronouncements – Contd… Whether the violation of Open offer can be settled on Consent Terms from SEBI?
61. Analysis of the Case Open offer Name of Acquirer Total Number of Shares which can be acquired under the Open Offer Offer Price Market price (as on 09.03.09) Original Offer Bhushan Power and Steel Limited 52,00,000 Rs. 300 Rs. 416.55 First Competitive Bid Mounteverest Trading & Investment Ltd. 61,00,000 Rs. 310 Rs. 416.55 Second Competitive Bid Bhushan Energy Limited 61,00,000 Rs. 330 Rs. 416.55
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Editor's Notes
A very good Evening to all of you Distinguished Chief Guest Shri L K Advani, Hon’ble Deputy Prime Minister of India, Justice Shri M N Venkatachalliah, Shri M M K Sardana, Shri G N Bajpai, Shri S Gangopadhyay, Shri N K Jain, Members of the Jury, My Fellow Council Members, Senior Government officials, Corporate Executives, Invitees, Members of Profession, Students, Ladies and Gentlemen.
Ladies and Gentlemen Corporate Governance rests with the Vision and Perception of the Corporate Leadership
and The ICSI has adopted a Vision for Corporate Governance itself