The Hon'ble Tribunal dismissed the appeal filed by several appellants against penalties imposed by SEBI for failing to make proper disclosures regarding shareholding in a company. The Tribunal held that including a huge number of third party shares held on behalf of promoters in the promoter shareholding was a serious violation that could not be pardoned. It also found that penalties imposed by SEBI were justified given the nature of violations by the appellants in their respective roles and positions in the company.
This document provides a summary of recent legal updates and orders from the Securities Appellate Tribunal (SAT) regarding delays in filing required disclosures under various regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It discusses three SAT orders that dismissed appeals of penalties imposed by SEBI for delays in disclosures. The document also summarizes several consent orders issued by SEBI to settle delays in filing required disclosures upon payment of settlement charges. Finally, it provides a table summarizing several adjudicating officer orders from SEBI imposing penalties on companies for violations of various disclosure regulations.
A Monthly Newsletter by Takeover Team of Corporate Professionals.
Highlights of this edition:-
SAT order in the matter of Mr. Hemant Kothari, Mr. Rajesh Kothari, Mr. Dharmendra Kothari, Mrs. Ichraj Devi Kothari and Mrs. Sunita Kothari
SAT order in the matter ofMr. Vilas Valunji, Mr. Partha Debnath,
Mr. Janardhan Shriniwas Purandare and Mr. V. A. Norhi
Consent Order in the matter of M/s. Count N Denier (India) Limited
Consent Order in the matter of M/s. Macor Packaging Limited
Exemption Order in the matter of M/s. Sarla Performance Limited
Adjudicating Officer/WTM Orders
Regular Section- Automatic Exemption from Open Offer
The Hon'ble SAT clarified that non-compete fees paid to promoters and promoter groups not involved in the day-to-day business of the target company are required to be added to the offer price paid to public shareholders. While the appellants agreed to pay exclusivity fees to promoter group sellers, the SEBI directed the appellants to revise the offer price to include the non-compete fees for all public shareholders as well, on the grounds that only 5 of 20 promoters were eligible for non-compete fees based on their experience and the remaining 15 promoters were not involved in the pulp and paper business. The appellants submitted they would pay the exclusivity fees to public shareholders as a matter of prudence, but the SAT
SBI initiated proceedings against Veesons under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), demanding an outstanding amount of approximately INR 61 crores as Veesons did not pay its debts on time.
Judgment - Appellate Tribunal for Foreign ExchangeGauravVarma27
1) The appellant company appealed an adjudication order that imposed penalties for alleged violations of FEMA regulations regarding the repatriation of foreign exchange.
2) The appellant had remitted $433,661.76 in advance to a Chinese supplier that later went bankrupt without notice. The RBI subsequently granted an exemption relieving the requirement to submit import documents.
3) The adjudicating authority still found a violation, but the appellant argued the RBI exemption eliminated any contravention, and precedent supported their view. The tribunal agreed and overturned the penalties.
The Madras High Court dismissed a writ petition challenging fees charged to insolvency professionals (IPs) by the Insolvency and Bankruptcy Board of India (IBBI). The court held that the IBBI has the authority under the Insolvency and Bankruptcy Code (IBC) to frame regulations setting fees for IPs, including as a percentage of annual remuneration. It also found no issue of excessive delegation of powers. The court concluded there is a broad correlation between the services provided by the IBBI and the fees charged to IPs, so the fee regulations do not lack constitutional validity.
The document provides guidance for answering company law exam questions involving the doctrine of ultra vires. It outlines three scenarios for answering a question about Ashbury Railway Carriage and Iron Co v Riche that has not been seen before: 1) panicking and moving to another question, 2) attempting to answer it based on general knowledge of ultra vires, or 3) fully answering it by explaining the case facts, rule, implications, and how it was later modified. The key points are that ultra vires means beyond a company's capacity, the Ashbury case established a strict interpretation of this in England, and Malaysia has since modified the doctrine through statute.
If the corporate debtor’s resolution plan was authorised and declared binding on the corporate debtor and its workers, members, creditors, guarantors, and other stakeholders under Section 31 of the Code, criminal proceedings under Section 138 will continue.
This document provides a summary of recent legal updates and orders from the Securities Appellate Tribunal (SAT) regarding delays in filing required disclosures under various regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It discusses three SAT orders that dismissed appeals of penalties imposed by SEBI for delays in disclosures. The document also summarizes several consent orders issued by SEBI to settle delays in filing required disclosures upon payment of settlement charges. Finally, it provides a table summarizing several adjudicating officer orders from SEBI imposing penalties on companies for violations of various disclosure regulations.
A Monthly Newsletter by Takeover Team of Corporate Professionals.
Highlights of this edition:-
SAT order in the matter of Mr. Hemant Kothari, Mr. Rajesh Kothari, Mr. Dharmendra Kothari, Mrs. Ichraj Devi Kothari and Mrs. Sunita Kothari
SAT order in the matter ofMr. Vilas Valunji, Mr. Partha Debnath,
Mr. Janardhan Shriniwas Purandare and Mr. V. A. Norhi
Consent Order in the matter of M/s. Count N Denier (India) Limited
Consent Order in the matter of M/s. Macor Packaging Limited
Exemption Order in the matter of M/s. Sarla Performance Limited
Adjudicating Officer/WTM Orders
Regular Section- Automatic Exemption from Open Offer
The Hon'ble SAT clarified that non-compete fees paid to promoters and promoter groups not involved in the day-to-day business of the target company are required to be added to the offer price paid to public shareholders. While the appellants agreed to pay exclusivity fees to promoter group sellers, the SEBI directed the appellants to revise the offer price to include the non-compete fees for all public shareholders as well, on the grounds that only 5 of 20 promoters were eligible for non-compete fees based on their experience and the remaining 15 promoters were not involved in the pulp and paper business. The appellants submitted they would pay the exclusivity fees to public shareholders as a matter of prudence, but the SAT
SBI initiated proceedings against Veesons under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), demanding an outstanding amount of approximately INR 61 crores as Veesons did not pay its debts on time.
Judgment - Appellate Tribunal for Foreign ExchangeGauravVarma27
1) The appellant company appealed an adjudication order that imposed penalties for alleged violations of FEMA regulations regarding the repatriation of foreign exchange.
2) The appellant had remitted $433,661.76 in advance to a Chinese supplier that later went bankrupt without notice. The RBI subsequently granted an exemption relieving the requirement to submit import documents.
3) The adjudicating authority still found a violation, but the appellant argued the RBI exemption eliminated any contravention, and precedent supported their view. The tribunal agreed and overturned the penalties.
The Madras High Court dismissed a writ petition challenging fees charged to insolvency professionals (IPs) by the Insolvency and Bankruptcy Board of India (IBBI). The court held that the IBBI has the authority under the Insolvency and Bankruptcy Code (IBC) to frame regulations setting fees for IPs, including as a percentage of annual remuneration. It also found no issue of excessive delegation of powers. The court concluded there is a broad correlation between the services provided by the IBBI and the fees charged to IPs, so the fee regulations do not lack constitutional validity.
The document provides guidance for answering company law exam questions involving the doctrine of ultra vires. It outlines three scenarios for answering a question about Ashbury Railway Carriage and Iron Co v Riche that has not been seen before: 1) panicking and moving to another question, 2) attempting to answer it based on general knowledge of ultra vires, or 3) fully answering it by explaining the case facts, rule, implications, and how it was later modified. The key points are that ultra vires means beyond a company's capacity, the Ashbury case established a strict interpretation of this in England, and Malaysia has since modified the doctrine through statute.
If the corporate debtor’s resolution plan was authorised and declared binding on the corporate debtor and its workers, members, creditors, guarantors, and other stakeholders under Section 31 of the Code, criminal proceedings under Section 138 will continue.
The Supreme Court clarified the code’s object while keeping legislative intent in mind. The court, through this judgement, has struck a balance between creditors’ rights and debtor companies’ remedies.
This document contains 28 frequently asked questions (FAQs) about incorporation of companies, appointment of authorized representatives, filing of forms, alteration of memorandum of association and articles of association, issue and allotment of securities, and maintenance of records. Some key points addressed include how to sign documents for foreign subscribers, when physical documents are required, what details must be included in director interests, and procedures for altering company objectives.
1. SEBI found violations by acquirers of regulations 6 & 8 regarding disclosure of shareholding in several takeover cases between 1997-2005. Penalties of Rs. 2-3 lakh were imposed in some cases as the violations were repetitive in nature.
2. In another case, SEBI determined the acquirer complied with regulation 7(1) disclosure despite a 3 day delay, as the due date fell on a weekend. No penalty was imposed.
3. In a third case, SEBI found payment of non-compete fees to be justified as the sellers had sufficient expertise to compete with the target company.
4. SAT decisions established penalties must be imposed for regulatory violations
This order summarizes a hearing held by the National Company Law Tribunal regarding violations of sections 215(3) and 217(3) of the Companies Act by M/s. Leisure Club India Pvt. Ltd. The violations involved holding only one board meeting each year from 2005-2006 to 2010-2011 where the annual accounts, auditor's report, and director's report were considered and approved without following proper procedures. While the petitioners sought to compound the offenses, the SFIO objected claiming the defaults were wilful. However, the SFIO failed to prove the violations were wilful or show how compounding would affect other cases. Therefore, the Tribunal imposed fines totaling Rs. 75,000, Rs.
Corporate Governance - Personal Insolvency Case Commentary Lim Tee Keong v. H...surrenderyourthrone
The Court of Appeal dismissed a bankrupt's appeal against the High Court's dismissal of his application for discharge from bankruptcy. The Court of Appeal found that the Director General of Insolvency's report on the bankrupt was incomplete, as it failed to investigate and disclose all material facts relating to the bankrupt's assets and finances. Specifically, the report did not adequately examine the bankrupt's wife and family's assets, monthly expenses, other sources of income, and whether any assets were hidden under others' names. Due to the incomplete report, the Court affirmed the High Court's decision to deny discharge from bankruptcy.
A dispute arose after the completion of the liquidation proceeding and whether the dispute relates to special legislation, such as the Copyright Act, where civil courts have been granted exclusive jurisdiction.
Order of-madras-high court-wishin-sfio-investigation-into-ftma-casemrchavan143
The document discusses a case regarding alleged embezzlement of funds by trustees of Franklin Templeton Asset Management India Pvt. Ltd. in respect to six mutual funds. The court added the Securities Exchange Board of India and Enforcement Directorate as parties to investigate transactions related to the six mutual funds. The court also ordered the Chief Secretary and Home Secretary of Tamil Nadu to submit a report with measures to specialize the state's Economic Offences Wing in dealing with economic crimes through recruitment or consultants.
This document summarizes a tax appeal case between Radhey Shyam Chugh and the Income Tax Officer. During a survey of the assessee's business, certain documents and records were seized. The ITO made various additions to the assessee's income based on discrepancies found in these records. The CIT(A) partially reduced some additions. In this appeal, the Tribunal allowed some of the assessee's grounds by accepting explanations for differences in interest charged and cash balances. However, it partially upheld one addition related to undisclosed income and ruled that additional income of 83,816 rupees should be added to the assessee's declared income. The assessee's appeal was therefore partly allowed.
SEBI issued an order against HSBC Mutual Fund Distributor regarding fraudulent practices. Union Bank of India reported Rs 3,350 crore in NPAs from 20 defaulters but declined to share their names for commercial reasons. Reliance Power may seek financing from Chinese banks for around Rs 9,500 crore to support newly acquired hydro assets. The RBI released several circulars including reviewing the all-in-cost ceiling for external commercial borrowing and additional disclosure requirements for regional rural banks. Market indices such as Sensex and Nifty declined while the dollar-rupee rate was stable.
The document discusses the key steps and requirements for forming a private limited company in India. It addresses common questions like which forms need to be filed, the significance of registering an office, applicable stamp duties, and what a certificate of incorporation represents. Additional compliance is required if non-residents incorporate the company, including obtaining necessary approvals and having documents notarized and attested. Overall, the process of starting a company in India involves various registrations and filings that must adhere to the country's company law.
1. The petitioner filed a criminal complaint regarding offenses allegedly committed by the directors, auditors and others related to First Leasing Company of India Limited.
2. An FIR was registered for offenses of cheating, criminal breach of trust, forgery, fraud and under the Companies Act based on the petitioner's allegations about the company's financial affairs and representations to investors.
3. The petition seeks a fair and impartial investigation into the FIR, alleging the accused persons misrepresented the company's financial position and performance to attract investors and raise funds.
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Corporate Professionals
Takeover Panorama January 2013 A Monthly Newsletter by Corporate Professionals
Highlights-
Latest Case Decisions : R. Shankar vs SEBI
Latest Open Offers
Regular Section on Interpretation of Legal Provisions
Useful Hints
Case Studies
Market Update
This document contains instructions and questions for an examination on company law. It outlines that there are 8 questions to answer, with 5 questions to be selected. Each question is worth 20 marks. It provides instructions on formatting responses and references required. The questions cover topics like the contents of a Memorandum of Association, functions of the Registrar of Companies, types of company shares, roles and liability of company promoters, director authority and removal, grounds for company winding up, receivership, and rights at annual general meetings.
Eco Recycling Limited is India's leading e-waste management company. It is the first e-waste recycling company registered with pollution control boards in India. The company caters to all e-waste related needs of producers, bulk consumers, retailers, government organizations, waste workers, and entrepreneurs. It provides e-waste recycling, reverse logistics, skill development opportunities, and business opportunities related to e-waste. The company aims to make India a responsible e-waste recycling nation by managing e-waste in an environmentally sound manner.
This document contains an examination for the Public Accountants Examination Council of Malawi Accounting Technician Programme in Company Law. It provides instructions for the exam, which will last 3 hours and contain 8 questions to choose from. Students must answer 5 questions. Each question is worth 20 marks. The document contains sample exam questions covering topics like the contents of a company's Memorandum of Association, the differences between limited and unlimited companies, the roles and duties of company directors, winding up a company, share certificates and dividends. It provides context, definitions and scenarios for students to answer questions on company law concepts.
1. The assessee firm appealed an income tax assessment order for the 2005-06 assessment year. The assessment order made various additions to the firm's income, including a protective addition of Rs. 11 lakh introduced as capital by a partner.
2. The tribunal found that the lower authorities erred in treating the capital introduced by the partner as a cash credit to the firm. The tribunal ordered the Rs. 11 lakh addition be deleted from the firm's hands.
3. The assessment order also increased the firm's gross profit rate from 8.02% to 9% without proper logic. The tribunal found this addition to be ad hoc and baseless. It ordered this addition be deleted as
Sc allows clubbing of two establishments as onekvjraghunath
This document provides a summary of a Supreme Court of India case regarding whether two companies should be considered one establishment under the Employees Provident Funds and Miscellaneous Provisions Act of 1952. The Regional Provident Fund Commissioner had ruled the companies should be grouped as one establishment due to common management, finances, and workforce. The Appellate Tribunal overturned this, but the High Court and Supreme Court reinstated the Commissioner's order. The Supreme Court considered whether the two units should be regarded as one establishment for purposes of applying the Act.
This document is a complaint letter regarding several companies that obtained approval to raise short-term deposits from investors but have not repaid either the principal or interest owed since 2014. The letter details how the complainant has lodged complaints with various government agencies, including the Registrar of Companies, SEBI, the Economic Offences Wing of the Delhi Police, and the Ministry of Corporate Affairs, but no action has been taken. The letter provides details of the complaint filing process with these agencies and argues that the grievance redressal system is failing investors. It questions why the agencies have not taken action against the companies or their promoters and seeks answers to several questions regarding the total amounts owed and steps to be taken.
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...Corporate Professionals
Case Studies related to Securities Appellate Tribunal orders from Takeover Panorama, a monthly news letter by Takeover Team of Corporate Professionals, New Delhi, India and much more
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
The document provides details of 4 latest open offers made by acquirers under SEBI Takeover Regulations:
1) Vijay Mario Sebastian Misquitta and Ajay Dilkush Sarupria launched an open offer for TRC Financial Services Ltd to acquire up to 20% shares at Rs. 11 per share.
2) Savjibhai D.Patel & Usha S. Patel made an open offer for SJ Corporation Ltd to acquire up to 20% shares at Rs. 447 per share.
3) T Rajkumar offered to acquire up to 20% shares of New Horizon Leasing & Finance Ltd at Rs. 10 per share.
4) Murk
The Supreme Court clarified the code’s object while keeping legislative intent in mind. The court, through this judgement, has struck a balance between creditors’ rights and debtor companies’ remedies.
This document contains 28 frequently asked questions (FAQs) about incorporation of companies, appointment of authorized representatives, filing of forms, alteration of memorandum of association and articles of association, issue and allotment of securities, and maintenance of records. Some key points addressed include how to sign documents for foreign subscribers, when physical documents are required, what details must be included in director interests, and procedures for altering company objectives.
1. SEBI found violations by acquirers of regulations 6 & 8 regarding disclosure of shareholding in several takeover cases between 1997-2005. Penalties of Rs. 2-3 lakh were imposed in some cases as the violations were repetitive in nature.
2. In another case, SEBI determined the acquirer complied with regulation 7(1) disclosure despite a 3 day delay, as the due date fell on a weekend. No penalty was imposed.
3. In a third case, SEBI found payment of non-compete fees to be justified as the sellers had sufficient expertise to compete with the target company.
4. SAT decisions established penalties must be imposed for regulatory violations
This order summarizes a hearing held by the National Company Law Tribunal regarding violations of sections 215(3) and 217(3) of the Companies Act by M/s. Leisure Club India Pvt. Ltd. The violations involved holding only one board meeting each year from 2005-2006 to 2010-2011 where the annual accounts, auditor's report, and director's report were considered and approved without following proper procedures. While the petitioners sought to compound the offenses, the SFIO objected claiming the defaults were wilful. However, the SFIO failed to prove the violations were wilful or show how compounding would affect other cases. Therefore, the Tribunal imposed fines totaling Rs. 75,000, Rs.
Corporate Governance - Personal Insolvency Case Commentary Lim Tee Keong v. H...surrenderyourthrone
The Court of Appeal dismissed a bankrupt's appeal against the High Court's dismissal of his application for discharge from bankruptcy. The Court of Appeal found that the Director General of Insolvency's report on the bankrupt was incomplete, as it failed to investigate and disclose all material facts relating to the bankrupt's assets and finances. Specifically, the report did not adequately examine the bankrupt's wife and family's assets, monthly expenses, other sources of income, and whether any assets were hidden under others' names. Due to the incomplete report, the Court affirmed the High Court's decision to deny discharge from bankruptcy.
A dispute arose after the completion of the liquidation proceeding and whether the dispute relates to special legislation, such as the Copyright Act, where civil courts have been granted exclusive jurisdiction.
Order of-madras-high court-wishin-sfio-investigation-into-ftma-casemrchavan143
The document discusses a case regarding alleged embezzlement of funds by trustees of Franklin Templeton Asset Management India Pvt. Ltd. in respect to six mutual funds. The court added the Securities Exchange Board of India and Enforcement Directorate as parties to investigate transactions related to the six mutual funds. The court also ordered the Chief Secretary and Home Secretary of Tamil Nadu to submit a report with measures to specialize the state's Economic Offences Wing in dealing with economic crimes through recruitment or consultants.
This document summarizes a tax appeal case between Radhey Shyam Chugh and the Income Tax Officer. During a survey of the assessee's business, certain documents and records were seized. The ITO made various additions to the assessee's income based on discrepancies found in these records. The CIT(A) partially reduced some additions. In this appeal, the Tribunal allowed some of the assessee's grounds by accepting explanations for differences in interest charged and cash balances. However, it partially upheld one addition related to undisclosed income and ruled that additional income of 83,816 rupees should be added to the assessee's declared income. The assessee's appeal was therefore partly allowed.
SEBI issued an order against HSBC Mutual Fund Distributor regarding fraudulent practices. Union Bank of India reported Rs 3,350 crore in NPAs from 20 defaulters but declined to share their names for commercial reasons. Reliance Power may seek financing from Chinese banks for around Rs 9,500 crore to support newly acquired hydro assets. The RBI released several circulars including reviewing the all-in-cost ceiling for external commercial borrowing and additional disclosure requirements for regional rural banks. Market indices such as Sensex and Nifty declined while the dollar-rupee rate was stable.
The document discusses the key steps and requirements for forming a private limited company in India. It addresses common questions like which forms need to be filed, the significance of registering an office, applicable stamp duties, and what a certificate of incorporation represents. Additional compliance is required if non-residents incorporate the company, including obtaining necessary approvals and having documents notarized and attested. Overall, the process of starting a company in India involves various registrations and filings that must adhere to the country's company law.
1. The petitioner filed a criminal complaint regarding offenses allegedly committed by the directors, auditors and others related to First Leasing Company of India Limited.
2. An FIR was registered for offenses of cheating, criminal breach of trust, forgery, fraud and under the Companies Act based on the petitioner's allegations about the company's financial affairs and representations to investors.
3. The petition seeks a fair and impartial investigation into the FIR, alleging the accused persons misrepresented the company's financial position and performance to attract investors and raise funds.
Takeover Panorama January 2013 : SAT order in the matter of R. Shankar v/s SE...Corporate Professionals
Takeover Panorama January 2013 A Monthly Newsletter by Corporate Professionals
Highlights-
Latest Case Decisions : R. Shankar vs SEBI
Latest Open Offers
Regular Section on Interpretation of Legal Provisions
Useful Hints
Case Studies
Market Update
This document contains instructions and questions for an examination on company law. It outlines that there are 8 questions to answer, with 5 questions to be selected. Each question is worth 20 marks. It provides instructions on formatting responses and references required. The questions cover topics like the contents of a Memorandum of Association, functions of the Registrar of Companies, types of company shares, roles and liability of company promoters, director authority and removal, grounds for company winding up, receivership, and rights at annual general meetings.
Eco Recycling Limited is India's leading e-waste management company. It is the first e-waste recycling company registered with pollution control boards in India. The company caters to all e-waste related needs of producers, bulk consumers, retailers, government organizations, waste workers, and entrepreneurs. It provides e-waste recycling, reverse logistics, skill development opportunities, and business opportunities related to e-waste. The company aims to make India a responsible e-waste recycling nation by managing e-waste in an environmentally sound manner.
This document contains an examination for the Public Accountants Examination Council of Malawi Accounting Technician Programme in Company Law. It provides instructions for the exam, which will last 3 hours and contain 8 questions to choose from. Students must answer 5 questions. Each question is worth 20 marks. The document contains sample exam questions covering topics like the contents of a company's Memorandum of Association, the differences between limited and unlimited companies, the roles and duties of company directors, winding up a company, share certificates and dividends. It provides context, definitions and scenarios for students to answer questions on company law concepts.
1. The assessee firm appealed an income tax assessment order for the 2005-06 assessment year. The assessment order made various additions to the firm's income, including a protective addition of Rs. 11 lakh introduced as capital by a partner.
2. The tribunal found that the lower authorities erred in treating the capital introduced by the partner as a cash credit to the firm. The tribunal ordered the Rs. 11 lakh addition be deleted from the firm's hands.
3. The assessment order also increased the firm's gross profit rate from 8.02% to 9% without proper logic. The tribunal found this addition to be ad hoc and baseless. It ordered this addition be deleted as
Sc allows clubbing of two establishments as onekvjraghunath
This document provides a summary of a Supreme Court of India case regarding whether two companies should be considered one establishment under the Employees Provident Funds and Miscellaneous Provisions Act of 1952. The Regional Provident Fund Commissioner had ruled the companies should be grouped as one establishment due to common management, finances, and workforce. The Appellate Tribunal overturned this, but the High Court and Supreme Court reinstated the Commissioner's order. The Supreme Court considered whether the two units should be regarded as one establishment for purposes of applying the Act.
This document is a complaint letter regarding several companies that obtained approval to raise short-term deposits from investors but have not repaid either the principal or interest owed since 2014. The letter details how the complainant has lodged complaints with various government agencies, including the Registrar of Companies, SEBI, the Economic Offences Wing of the Delhi Police, and the Ministry of Corporate Affairs, but no action has been taken. The letter provides details of the complaint filing process with these agencies and argues that the grievance redressal system is failing investors. It questions why the agencies have not taken action against the companies or their promoters and seeks answers to several questions regarding the total amounts owed and steps to be taken.
Case Study : SAT Order in the matter of Nikhil Mansukhani (MAN Industries Ind...Corporate Professionals
Case Studies related to Securities Appellate Tribunal orders from Takeover Panorama, a monthly news letter by Takeover Team of Corporate Professionals, New Delhi, India and much more
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
The document provides details of 4 latest open offers made by acquirers under SEBI Takeover Regulations:
1) Vijay Mario Sebastian Misquitta and Ajay Dilkush Sarupria launched an open offer for TRC Financial Services Ltd to acquire up to 20% shares at Rs. 11 per share.
2) Savjibhai D.Patel & Usha S. Patel made an open offer for SJ Corporation Ltd to acquire up to 20% shares at Rs. 447 per share.
3) T Rajkumar offered to acquire up to 20% shares of New Horizon Leasing & Finance Ltd at Rs. 10 per share.
4) Murk
Takeover Panorama June 2013: A monthly Newsletter by TakeoverCode Team of Corporate Professionals
SEBI Order in the matter of M/s Gujarat Organics Limited, SEBI Order in the matter of M/s Educomp Solutions Limited, CONSENT ORDER IN THE MATTER OF M/S MEUSE KARA & SUNGRACE MAFATLAL LTD., CONSENT ORDER IN THE MATTER OF CHINAR INDUSTRIAL INVESTMENT AND FINANCE LIMITED, Adjudicating/WTM orders, Latest Open Offers, Crossing the threshold pursuant to Buy Back: Applicability of SEBI Takeover Regulations, 2011
1) The SAT order dismissed an appeal by a shareholder (Rajesh Toshniwal) seeking an enhanced offer price in an open offer by acquirers to acquire shares of Surana Industries Ltd.
2) The SAT clarified that the acquisition of further shares through the conversion of warrants fell under Regulation 11(2) of SEBI regulations, not 11(1), and thus provisions around creeping acquisition like Regulation 20A did not apply.
3) Regulation 20(7) around prohibitions near the offer closing date also did not apply as the conversion occurred after closing.
4) The SAT upheld that the promoter group should be considered a homogeneous unit for the purposes of calculating shareholding
A Monthly News Letter by Takeover Team of Corporate Professionals
Main Highlights:- Consent Orders: Quantum Build-tech Limited, Sulabh Engineers and Services Limited; Adjudicating/WTM orders; HINT OF THE MONTH; Latest Open Offers: Target Company- M/s W W Technology Holdings Limited
SEBI issued orders in three cases related to disclosure requirements under takeover regulations:
1) SEBI imposed a penalty on an individual for failing to disclose an acquisition that triggered open offer requirements and for delays in other disclosures. Compliance with regulations is required to claim exemptions.
2) SEBI imposed penalties on acquirers for an 8-year delay in open offer announcements, finding that failure to disclose within the required time period violates regulations.
3) SEBI found that no disclosure is required when a broker acquires shares on behalf of clients in the ordinary course of business, as long as shares are promptly transferred to client accounts. However, shares must be transferred without delay to avoid hiding the
Takeover Panorama is a monthly newsletter on SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 issued by Corporate Professionals (India) Pvt. Ltd.
It compiles:
Recent SEBI Order, Consent orders, A.O. orders and SAT order issued on Takeover Regulations in the Month of February, 2013.
Latest Open Offers made in the month of March, 2013.
An analysis of Acquisition Pursuant To A Scheme Of Arrangement.
Case Study in the matter of “Axis Bank Limited”
Market Updates.
Takeover Panorama- A monthly Newsletter by TakeoverCode.com team
-Legal Update
-Hint of the Month:
-Latest Open Offers
-Case Study: SEBI’s view on the Scheme of Arrangement of M/s Aashee Infotech Limited
-Market Update
Takeover Panorama: A monthly newsletter by Takeover Code Team of Corporate Professionals
Highlights of the Panorama...
1. SAT order in the matter of Ms. Sangeeta Sethia and Mr. Prabhat Sethiavs SEBI;
2. Exemption granted in the matter of M/s Prozone Capital Shopping Centres Limited;
3. Exemption granted in the matter of M/s Sibar Autoparts Limited.
4. Adjudicating Officer/WTM Orders
Case Study: Takeover Exemption Order in the matter of Hemakuta Industrial Investment Co. Ltd. | Consent Order in the Matter of Peacock Industries Limited | Consent Order in the matter of Peacock Industries Limited (Dawood Investment Pvt. Ltd) | Determination of Person Acting in Concert in the matter of MAN Industries (INDIA) limited
The document summarizes an order passed by SEBI regarding the failure of certain promoters of Nakoda Limited to make an open offer as required under takeover regulations.
Key details:
- Promoters of Nakoda Limited allotted warrants and GDRs to certain entities which increased their shareholding beyond thresholds without making an open offer as required.
- SEBI observed that the allotment of warrants and GDRs were not a simultaneous composite proposal. Warrants cannot be treated as partly paid up shares. Applicability of takeover regulations in 2011 was triggered when shareholding increased upon conversion of warrants.
- SEBI directed the promoters to make an open offer to shareholders as required under regulations, along
A monthly newsletter by Takeover team of Corporate Professionals Group: Takeover Panorama May 2013
SAT Order in respect of
1.Ms. K. Nirmala & Ms. K. Nirupama vs SEBI
2. M/s Tropical Securities & Investments Pvt. Ltd. Vs SEBI
3. M/s Vashi Construction Pvt. Ltd., Mr. Rajesh C. Shah, Ms. Bhavana Rajesh Shah Vs SEBI
SEBI order in the matter of M/s Filatex Fashion Limited
Informal Guidance in the matter of M/s D B Corp Ltd.
Consent Order in respect of M/s CIL Nova Petrochemicals Limited and M/s GSL Nova Petrochemicals Limited
The document provides summaries of 3 separate orders from the Securities Appellate Tribunal (SAT) relating to alleged violations of SEBI regulations.
The first case involves Mr. Devang Master who was penalized for various disclosure violations. SAT remanded the case back to SEBI for fresh adjudication and an examination of the appellant's signature on relevant documents.
The second case involves Mr. G Suresh who failed to make proper disclosures of share acquisitions. SAT upheld the penalty and clarified that individual rather than aggregate shareholding should be considered for disclosure requirements.
The third case involves Gaylord Commercial Company which was late in filing certain disclosures. SAT found the penalty amount of Rs. 2 lacs
The document provides summaries of several SAT orders and exemption orders related to legal matters heard by SEBI.
The first case summary describes a SAT order that reduced a penalty on Vitro Commodities Private Limited from Rs. 10 lakhs to Rs. 1 lakh for failing to disclose acquiring over 5% shareholding in a company in violation of takeover regulations. The SAT clarified the relevant regulations were not substantially different, so penalties for both violations were not justified.
The second summary involves a SAT appeal regarding an SEBI observation letter directing appellants to revise an open offer price based on prior share acquisitions. The SAT allowed the appeal, finding the letter could be challenged and that determining regulation violations requires
The document provides a summary of the following:
1. A SAT order remanded a case back to the adjudicating officer for fresh consideration regarding whether a company violated disclosure regulations during a share sale.
2. Details on recent adjudicating officer orders imposing penalties on companies for violations of takeover regulations.
3. An amendment to SEBI regulations requiring additional disclosure from promoters and promoter group regarding shareholding changes.
The document provides a summary of recent legal updates and orders from SEBI regarding violations of takeover regulations. It also lists the latest open offers made by acquirers for target companies, including the details of each offer such as the number of shares offered to be acquired and the offer price. Additionally, it previews sections in the upcoming issue including a comparison of proposed changes to takeover regulations and a case study analysis of an open offer.
The document provides a summary of recent legal updates and orders from SEBI regarding violations of takeover regulations. It also lists the latest open offers made by acquirers to purchase shares of target companies. The open offers are due to acquisitions resulting in shareholding crosses thresholds specified in takeover regulations. The document also previews sections in the upcoming newsletter on regulatory changes and a case study analysis.
The document summarizes a court case between Sahaini Social Service Society and the Additional Commissioner of Income Tax regarding the society's appeal of the refusal of registration under Section 12AA of the Income Tax Act of 1961. The court allowed the condonation of the delay in filing the appeal. It found that the Commissioner of Income Tax did not provide the society opportunity to confront a spot inquiry report before concluding the society had no independent status or genuine activities. The court set aside the registration refusal and directed the Commissioner to reconsider the application with input from the society on the report in line with principles of natural justice.
The document discusses the powers and functions of the Securities and Exchange Board of India (SEBI) as outlined in the SEBI Act of 1992. It describes SEBI's powers to regulate the capital markets, issue directions, investigate matters, and impose penalties for non-compliance. Key points include SEBI's ability to suspend trading, restrain access to the markets, impose penalties for failure to furnish information or address investor grievances, and appoint adjudicating officers to impose penalties.
The document discusses various laws and regulations governing capital markets and companies in India, including the powers and functions of the Securities and Exchange Board of India (SEBI). It outlines SEBI's powers relating to registration and regulation of intermediaries, prohibition of unfair trade practices, and investigation and enforcement actions. It also describes various penalties that SEBI can impose under the SEBI Act for non-compliance, such as penalties for failure to furnish information or redress investor grievances.
The document discusses the powers and functions of the Securities and Exchange Board of India (SEBI) according to the SEBI Act of 1992. It outlines SEBI's powers to regulate capital markets, issue directions, investigate matters, and impose penalties for non-compliance. Key penalties include fines of up to Rs. 1 crore per day for failure to furnish information or address investor grievances. The document also provides examples of case laws related to penalties under sections 15A, 15B, 15C, and 15D of the SEBI Act.
The Supreme Court of India heard appeals regarding whether a protected tenant under the Maharashtra Rent Control Act can be treated as a lessee, and whether the provisions of the SARFAESI Act would override provisions of the Rent Control Act. The case involved a property where the appellant was a tenant. The property owners had taken a loan from the respondent bank and mortgaged the property. When they defaulted on loan repayments, the bank sought possession of the property under the SARFAESI Act to recover the loan. The appellant tenant filed interventions arguing his rights as a protected tenant under the Rent Control Act would be violated. The Court held that 1) the SARFAESI Act and Rent Control Acts
Adjudication order against Mr. Jaypee Capital Services Ltd. in the matter of ...Hindenburg Research
The document is an adjudication order from the Securities and Exchange Board of India regarding alleged violations by Jaypee Capital Services Limited. It summarizes that SEBI investigated unusual trading activity in Adani Exports Limited stock and alleged that Jaypee facilitated manipulation by executing synchronized trades for a client. However, the order finds that while the trades were suspicious, there is no evidence Jaypee knew the trades were not genuine, as stock exchanges do not reveal counterparty identities. Without proof of collusion, the allegations of violating market manipulation regulations cannot be proved against Jaypee.
Adjudication order against Mr. Jaypee Capital Services Ltd.pdfHindenburg Research
The document is an adjudication order from the Securities and Exchange Board of India regarding alleged violations by Jaypee Capital Services Limited. It summarizes that SEBI investigated unusual trading activity in Adani Exports Limited stock and alleged that Jaypee facilitated manipulation by executing synchronized trades for a client. However, the order finds that while the trades were suspicious, there is no evidence Jaypee knew the trades were not genuine, as stock exchanges do not reveal counterparty identities. Without proof of collusion, the allegations of violating market manipulation regulations cannot be proved against Jaypee.
This document summarizes three writ petitions filed challenging the denial of benefits under India's Served from India Scheme (SFIS) to certain companies. The petitioners (Yum Restaurants, Nokia Solutions, and E.I. DuPont) had previously received SFIS benefits but were later denied on the grounds that as subsidiaries of foreign companies, they did not further the objective of creating an Indian brand. The document discusses the legal framework around India's foreign trade policy, the SFIS scheme, and the decisions of the Policy Interpretation Committee that led to denying the petitioners SFIS benefits based on their status as foreign subsidiaries. It also provides background facts on each petitioner's operations and claim for SFIS benefits.
1) The court heard arguments from various advocates representing different parties in the case regarding the COVID-19 pandemic and the rising cases of Mucormycosis (black fungus) infection among recovered COVID patients.
2) The court directed that future intervenors must approach the amicus curiae rather than filing separate applications to reduce the court's burden. It also directed officials to obtain information on available CSR funds from companies.
3) Considering the experts' opinions on Mucormycosis submitted by IMA, the court requested the government to issue detailed treatment guidelines and awareness campaigns on preventing the disease. It also asked drug authorities to regulate supplies and reduce prices of Mucormycosis drugs.
The document discusses several orders from the Adjudicating Officer and Takeover Panel regarding applications of SEBI's Substantial Acquisition of Shares and Takeovers Regulations, 1997. Specifically, it summarizes two orders that granted exemptions from open offer requirements when shareholding increases were pursuant to Corporate Debt Restructuring schemes approved by banks. It also summarizes orders imposing penalties for failures to make required disclosures under the regulations.
Adjudication Order against Shri Ankit Vairana in the matter of Adani Exports ...Hindenburg Research
The Securities and Exchange Board of India (SEBI) investigated trading in the shares of Adani Exports Ltd. (AEL) during two periods in 2004-2005. SEBI found that Ankit Vairana and others executed fraudulent trades that created artificial volume and distorted the market price of AEL shares. While Vairana was issued a show cause notice, he failed to respond or attend personal hearings. Based on evidence of reversal trades without beneficial ownership change, the adjudicating officer determined that Vairana violated securities market regulations. A penalty of 100,000 rupees was imposed on Vairana for his fraudulent trading.
The Securities and Exchange Board of India (SEBI) investigated trading in the shares of Adani Exports Ltd. (AEL) during two periods in 2004-2005. SEBI found that Ankit Vairana and others executed fraudulent trades that created artificial volume and distorted the market price of AEL shares. While Vairana was issued a show cause notice, he failed to respond or attend personal hearings. Based on evidence of reversal trades without beneficial ownership change, the adjudicating officer determined that Vairana violated securities market regulations. A penalty of 100,000 Indian rupees was imposed on Vairana.
Settlement order in respect of HSBC InvestDirect Securities (India).pdfHindenburg Research
The document is a settlement order from the Securities and Exchange Board of India regarding HSBC InvestDirect Securities (India) Limited, formerly known as IL&FS Investmart Securities Limited. It details a settlement between HSBC InvestDirect and SEBI for alleged violations of securities regulations from 2009. As part of the settlement, HSBC InvestDirect paid SEBI Rs. 3.3057 crore and in return, SEBI agreed to not take any enforcement actions against HSBC InvestDirect regarding the alleged violations. The settlement order was passed on January 17, 2018 and took immediate effect.
The document is an adjudication order from the Securities and Exchange Board of India imposing a monetary penalty on Ms. Rina Shah for fraudulent trading. The order finds that Ms. Shah executed trades of over 500,000 shares of Adani Exports Ltd. that involved synchronized buying and selling within 1 minute, without any change in beneficial ownership, in order to artificially inflate trading volume and manipulate the stock price. While Ms. Shah was given multiple opportunities to respond to the allegations, she failed to file any reply or attend hearings. Based on the evidence, the adjudicating officer determined Ms. Shah violated securities market regulations and imposed a penalty of 100,000 Indian rupees.
Adjudication Order against Ms. Rina Shah in the matter of Adani Exports Ltd.pdfHindenburg Research
The document is an adjudication order from the Securities and Exchange Board of India imposing a monetary penalty on Ms. Rina Shah for fraudulent trading. The order finds that Ms. Shah executed trades of shares in Adani Exports Ltd. that created artificial volume and did not result in real transfers of ownership, distorting the market. While Ms. Shah was given multiple opportunities to respond but did not, so the charges were considered admitted. Based on analysis of the trading patterns, the order concludes Ms. Shah violated market manipulation regulations and imposes a penalty of 100,000 Indian rupees.
The document summarizes key aspects of mergers and acquisitions under the Companies Act 2013 in India. It discusses various tools of restructuring like merger, amalgamation, demerger, acquisition of shares. It provides details of the regulatory framework, approval process, benefits and motives. It specifically explains provisions for fast track mergers, cross border mergers, and single window clearance which allows related proposals to be considered together with a scheme.
Employee stock option plans (ESOPs) are used by companies to attract, motivate, and retain employees. There are several types of ESOPs that provide equity incentives like stock options, stock purchase plans, restricted stock units, and stock appreciation rights. Key aspects of ESOPs include how they are granted and vested over time, tax implications, regulatory requirements, and accounting treatment. ESOPs must be implemented according to the rules for listed and unlisted companies set out by the Companies Act, Income Tax Act, SEBI, and other regulatory bodies to ensure proper governance and compliance.
The document discusses legal aspects and practical considerations related to private placement and preferential allotment of securities by companies in India. It summarizes key regulations governing private placement under the Companies Act, 2013 and SEBI regulations. It also outlines the procedural requirements for preferential allotment as per the Companies Act and ICDR regulations. Finally, it addresses some practical difficulties companies may face regarding compliance with the relevant laws and regulations.
The presentation discusses various aspects of Corporate Governance and involved issues, keeping in view the recent developments and controversies arose in conglomerates such as Tata and Infosys. It aims at portraying the extant position in filed of Corporate Governance vis-a-vis a pragmatic view of what it would be.
This document discusses corporate restructuring tools like takeovers, buybacks, and delisting. It defines takeovers as the acquisition of substantial shares and control over a target company. Buybacks allow companies to buy back their own shares from existing shareholders. Delisting is the removal of a company's stock from a stock exchange. The key regulations governing these tools in India are the SEBI Takeover Code, Companies Act provisions on buybacks, and SEBI Delisting Regulations. The document outlines the processes, requirements, and methods involved in takeovers, buybacks and delisting.
The document provides an overview of mergers and acquisitions under the Companies Act 2013. It discusses various tools of restructuring like merger, amalgamation, demerger, acquisition of shares, etc. It describes different types of mergers like horizontal, vertical, conglomerate mergers. It explains the process of a merger, fast track merger, cross border merger and addresses related concepts like minority exit opportunity, merger of listed and unlisted companies, tax laws, and judicial pronouncements regarding M&A. In summary, the document covers the key concepts, processes, regulations and case laws pertaining to mergers and acquisitions in India.
This document discusses mergers and acquisitions (M&A) under the new Companies Act 2013 in India. It provides an overview of key M&A concepts and processes introduced by the Act, including the establishment of the National Company Law Tribunal (NCLT) as a single forum for corporate matters. It also describes transitional provisions, fast-track mergers for small companies, cross-border mergers, and the roles of regulatory authorities like SEBI in the new M&A regime. Overall, the document outlines the major changes and reforms to M&A provisions in India implemented through the Companies Act 2013.
A Presentation given by Mr. Pavan Kumar Vijay, Past President, ICSI, Chairman-Secretarial Standards Board
on Corporate Governance through the eyes of Secretarial Standards.
This document provides an overview of business valuation in India and emerging opportunities. It discusses the history of valuation in India and recent trends in startup valuation and private equity deals. The presentation covers various valuation approaches, methodologies, and the valuation process. It also examines valuation under different statutes such as M&A, RBI, Income Tax, SEBI, and the Companies Act. Emerging opportunities in valuation include the role of registered valuers and adoption of international valuation standards. Tricky valuation issues and case laws are also briefly outlined.
The document provides an overview of business valuation, including key principles and methodologies. It discusses:
- The definition and purpose of valuation as estimating economic worth subject to assumptions and data available.
- Common standards of valuation including fair market value and intrinsic value.
- Approaches to valuation including income, asset, and market based methods.
- Key valuation methods like relative valuation using multiples and discounted cash flow valuation.
- Factors that influence valuation like purpose, industry, stage of business, and financial performance.
This document provides an overview and history of valuation in India under different regulatory statutes. It discusses the valuation of companies for mergers and acquisitions, preferential allotment, and other transactions under the Companies Act, SEBI regulations, RBI guidelines, and Income Tax laws. The key valuation approaches discussed are income, asset, and market approaches. It outlines the emerging opportunities for registered valuers in India and changes expected with the implementation of new valuation standards and IndAS.
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on M&A Valuation and challenges at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016. Corporate Professionals acted as the event supporting partner.
• In case of a merger valuation, the emphasis is on arriving at the relative values of the shares of the merging companies to facilitate determination of the swap ratio, hence, the purpose is not to arrive at absolute values of the shares of the companies. The key issue to be addressed is that of fairness to all shareholders. There are established legal precedence for merger valuation methodologies:
• Valuer’s role is to incorporate case specific factors and use appropriate methodologies so as to determine a fair ratio
• Usually, best to give weight ages to valuation by all methods
• Market price method and Earnings methods dominate.
• It is observed that in case of M&A, the Valuations depart from the concept of “Fair Value” as elements like Distress Sale, Desperate Buy, Comparable Transaction Multiples come into play reflecting Price than Value.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Relative Valuation - Techniques & Application at a Business Valuation Masterclass organised by VC Circle on 31st August, 2016.
Relative Valuation in which value of an asset or liability is done by comparing it to its Peers is pervasive and preferred for ascertaining Fair Value at a point of time as it reflects the market positioning of the Industry and Peers at that time. While Discounted Cash Flow (DCF) method is applied for arriving at Fundamental Valuation, most M&A transaction are based on Relative Valuation multiples (mostly Earnings based). The valuation ratio typically expresses the valuation as a function of a measure of Key Financial Metrics like PE, EV/EBITDA, EV/Sales or Book Value Multiple.
But before using a multiple, one should know the fundamentals determining the multiple and how changes impact it. Sanity check through use of fundamental valuation method like DCF is strongly recommended.
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
Mr. Chander Sawhney, Partner & Head – Valuation & Deals, Corporate Professionals shared his thoughts as a guest Speaker on Valuation Principles & Techniques in Ind AS at a seminar organised by Gurgaon Branch of ICAI on 3rd September, 2016.
IndAS113 prescribes Fair Valuation definition, Techniques, Application and its Hierarchy. About 75% of the Balance Sheet Size is expected to change due to Fair Value Accounting (#IndAS109 #Financial Instruments, #IndAS102 #Share based payments, #IndAS16 Property Plant Equipments (PPE), #IndAS103 #Business combination etc. shall be impacted using #FairValue. Time to get ready, Plan Prepare and Align with the new requirements...
About Corporate Professionals Valuation Practice
Corporate Professionals Capital Pvt. Ltd. is a SEBI Registered (Cat-1) Merchant Banker and has a successful track record of providing a broad range of M&A and Transaction Advisory Services. Our Dedicated Team has more than 10 years of rich Valuation experience and we have executed more than 500 Corporate Valuations for clients of International Repute across different Context, Industries and Boundaries.
To know more about Our Valuation offerings and how we can help you, please visit us at www.corporatevaluations.in or download our Valuation profile @ http://www.corporatevaluations.in/VALUATION_PROFILE.pdf
The document discusses key aspects of fast track corporate insolvency resolution process under the Insolvency and Bankruptcy Code of India, including:
- Default amounts for fast track process are Rs. 1 lakh for companies/LLPs and Rs. 1,000 for other entities, with powers for higher amounts up to Rs. 1 crore and Rs. 1 lakh respectively.
- Fast track is allowed for corporate debtors meeting certain asset/income or creditor/debt thresholds set by the government.
- The fast track process must be completed within 90 days, allowing a single 45-day extension if needed.
- Recent developments include notifications bringing various code sections into effect and appointment of the IBB
Valuation aspects in Foreign Direct Investment and India CompetitivenessCorporate Professionals
The document discusses valuation methodologies for companies across different stages of growth and industries. It outlines factors considered and valuation metrics used for growing, high growth, mature, declining, and startup companies. These include things like turnover/profits, proven track record, valuation methodology (based on business model, assets, etc.), and cost of capital. It also provides examples of valuation multiples across different Indian industries and compares valuation approaches between developed and developing countries. Finally, it discusses common valuation methods for startups like venture capitalist and discounted cash flow models as well as metrics used to value digital/e-commerce companies in India.
Valuation & Financial Re-organization
This document provides contact details for valuation services at IndiaCP and outlines an upcoming business leadership program on valuation. It discusses what valuation is, key concepts like value vs price and the difference between transactions and valuations. It covers standard valuation approaches like income, asset and market approaches. It also discusses valuation methodologies, factors considered, and regulatory contexts where valuation is required in India like for the Reserve Bank of India, Income Tax, and SEBI.
The new SEBI (Prohibition of Insider Trading) Regulations, 2015 were notified on January 15, 2015 to tighten regulations around insider trading. Key aspects of the new regulations include expanded definitions of "insider" and "connected persons", prohibitions on trading based on unpublished price sensitive information, increased responsibilities for compliance officers, requirements for initial and continual shareholding disclosures, and penalties for non-compliance. The regulations aim to align India's insider trading framework with global standards and plug existing loopholes.
The 2015 budget had long list of expectations. On one hand; the Government has addressed major issues surrounding the foreign investors which would certainly boost capital market inflows and revive the private equity industry (by deferring GAAR by 2 years and clarifying Permanent Establishment & Indirect Transfer of Assets). On other hand; it has just rationalized the subsidies. Probably as we see growth coming in and more job creation; subsidy burden can be better dealt with by the Government. Though there are no direct benefits for the middle class. However incentives have been introduced to encourage savings. These savings are expected to fuel the infrastructure and other investment plans laid out by the Government. Certainly Foreign investors have a reason to cheer for this Pro Business; Pro Growth Government budget.
Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014Corporate Professionals
With our endeavor to disseminate information upon the SEBI’s new Regulations, we have prepared a small presentation on Promulgation of SEBI (Share Based Employee Benefit) Regulations, 2014.
Cover Story - China's Investment Leader - Dr. Alyce SUmsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
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Zodiac Signs and Food Preferences_ What Your Sign Says About Your Tastemy Pandit
Know what your zodiac sign says about your taste in food! Explore how the 12 zodiac signs influence your culinary preferences with insights from MyPandit. Dive into astrology and flavors!
Digital Marketing with a Focus on Sustainabilitysssourabhsharma
Digital Marketing best practices including influencer marketing, content creators, and omnichannel marketing for Sustainable Brands at the Sustainable Cosmetics Summit 2024 in New York
The Steadfast and Reliable Bull: Taurus Zodiac Signmy Pandit
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Navigating the world of forex trading can be challenging, especially for beginners. To help you make an informed decision, we have comprehensively compared the best forex brokers in India for 2024. This article, reviewed by Top Forex Brokers Review, will cover featured award winners, the best forex brokers, featured offers, the best copy trading platforms, the best forex brokers for beginners, the best MetaTrader brokers, and recently updated reviews. We will focus on FP Markets, Black Bull, EightCap, IC Markets, and Octa.
Industrial Tech SW: Category Renewal and CreationChristian Dahlen
Every industrial revolution has created a new set of categories and a new set of players.
Multiple new technologies have emerged, but Samsara and C3.ai are only two companies which have gone public so far.
Manufacturing startups constitute the largest pipeline share of unicorns and IPO candidates in the SF Bay Area, and software startups dominate in Germany.
Best practices for project execution and deliveryCLIVE MINCHIN
A select set of project management best practices to keep your project on-track, on-cost and aligned to scope. Many firms have don't have the necessary skills, diligence, methods and oversight of their projects; this leads to slippage, higher costs and longer timeframes. Often firms have a history of projects that simply failed to move the needle. These best practices will help your firm avoid these pitfalls but they require fortitude to apply.
Starting a business is like embarking on an unpredictable adventure. It’s a journey filled with highs and lows, victories and defeats. But what if I told you that those setbacks and failures could be the very stepping stones that lead you to fortune? Let’s explore how resilience, adaptability, and strategic thinking can transform adversity into opportunity.
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This PowerPoint compilation offers a comprehensive overview of 20 leading innovation management frameworks and methodologies, selected for their broad applicability across various industries and organizational contexts. These frameworks are valuable resources for a wide range of users, including business professionals, educators, and consultants.
Each framework is presented with visually engaging diagrams and templates, ensuring the content is both informative and appealing. While this compilation is thorough, please note that the slides are intended as supplementary resources and may not be sufficient for standalone instructional purposes.
This compilation is ideal for anyone looking to enhance their understanding of innovation management and drive meaningful change within their organization. Whether you aim to improve product development processes, enhance customer experiences, or drive digital transformation, these frameworks offer valuable insights and tools to help you achieve your goals.
INCLUDED FRAMEWORKS/MODELS:
1. Stanford’s Design Thinking
2. IDEO’s Human-Centered Design
3. Strategyzer’s Business Model Innovation
4. Lean Startup Methodology
5. Agile Innovation Framework
6. Doblin’s Ten Types of Innovation
7. McKinsey’s Three Horizons of Growth
8. Customer Journey Map
9. Christensen’s Disruptive Innovation Theory
10. Blue Ocean Strategy
11. Strategyn’s Jobs-To-Be-Done (JTBD) Framework with Job Map
12. Design Sprint Framework
13. The Double Diamond
14. Lean Six Sigma DMAIC
15. TRIZ Problem-Solving Framework
16. Edward de Bono’s Six Thinking Hats
17. Stage-Gate Model
18. Toyota’s Six Steps of Kaizen
19. Microsoft’s Digital Transformation Framework
20. Design for Six Sigma (DFSS)
To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations
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Takeover Panorama August 2014
1. Takeover Panorama
A Monthly Newsletter by Corporate Professionals
Year VIII-Vol VII
August Edition
2. 2
Legal Update SAT order in the matter of M/s. Splash Media & Infra Limited SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi Kumar and others SAT order in the matter of M/s. GHCL Limited, Mr. Bhuwneshwar Mishra and Mr. Sanjay Dalmia and others Consent Order in the matter of M/s. Talbros Engineering Limited Consent Order in the matter of M/s. ABM International Limited Consent order in the matter of M/s. Suryakrupa Finance Limited Consent order in the matter of M/s. Quasar India Limited Consent order in the matter of M/s. Corporate Courier and Cargo Limited Adjudicating Officer/WTM Orders
3
Hint of the Month
12
Latest Open Offers
15
Regular Section Battle for Mangalore Chemicals & Fertilizers Limited
16
Market Update
20
Our Team
21
Insight
3. 3
The Hon’ble Tribunal set aside the order passed by SEBI and restore the matter for fresh decision on merits.
SAT order in the matter of M/s. Splash Media & Infra Limited
Facts: M/s Splash Media and Infra Limited (“Appellant”) had failed to make disclosures as required under Regulation 6(2), 6(4), 7(3) and 8(3) of SEBI (SAST) Regulations, 1997. Accordingly, Adjudicating Officer (AO) imposed the composite penalty of Rs.15,00,000 for the aforesaid violations on the Appellant. Being aggrieved by the order of AO, the Appellant has filed the appeal before Hon‟ble Tribunal and contended that SEBI has not considered various submissions made by the Appellant.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble Tribunal held that failure to make disclosure under each regulation constitutes independent offence attracting independent penalty, in the facts of present case, where there are multiple offences it would be just and proper to impose penalty for each offence independently depending upon the delay or default in making disclosures which are mandatory. Accordingly SAT set aside the order passed by SEBI and restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by Appellant.
SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah
Facts: Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah (“Appellants”) had failed to make disclosures required under Regulation 7(1) read with Regulation 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 29(2) and 29(3) of SEBI
LEGAL UPDATES
4. 4
The Hon’ble Tribunal held that delay of repetitive nature cannot be considered in a lenient manner and accordingly dismissed the appeal filed by the appellants.
The Hon’ble Tribunal held that penalties imposed on the appellants are justified and not unreasonable considering the nature of violation.
(SAST) Regulations, 2011. Accordingly SEBI imposed a composite penalty of Rs.5,00,000 for the aforesaid violations on the Appellants. Being aggrieved by the direction of SEBI, the Appellants had filed the appeal before Hon‟ble Tribunal and contended that: Delay in making disclosures is only of two days in one transaction and 6days delay in another transaction which was of marginal nature and there were no malafide intentions behind the delay. Due to delay in making disclosures, neither the appellants have made any unfair gain nor any loss caused to any investors due to non- disclosure. Shares of the company were suspended from trading during the period from January 6, 1997 to February 16, 2012 on the Stock Exchanges.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble Tribunal held that since default was repetitive in nature and delay in respect of second transaction being more than the delay in the first transaction it is evident that the appellants instead of being more careful after the first default, they were more carefree. Accordingly, Hon‟ble Tribunal dismissed the appeal filed by Appellants.
SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi Kumar and others
Facts: Mr. Polsani Ravinder Rao (“Appellant 1”), Promoter, Director and Compliance Officer of Arunjyoti Enterprises (“Company”)failed to make disclosures required under Regulation 13(4) read with Regulation 13(5) of SEBI (PIT) Regulations, 1992, accordingly SEBI imposed a penalty of Rs.10,00,000 for the aforesaid violations on Appellant 1.
5. 5
Mr. Ramana Boina Shankar(“Appellant 3”), Ms. Lakshmi Rajan(“Appellant 4”), Mr. Sreeram V. Mangalapalli (“Appellant 6”), Ms. Ramana Bharati (“Appellant 7”) and Mr. ARS Rajan (“Appellant 8”), promoters of the Company failed to make disclosures required under Regulation 13(4A) read with Regulation 13(5) of SEBI (PIT) Regulation, 1992 and accordingly SEBI imposed a penalty of Rs. 5,00,000 for the aforesaid violations on each of Appellant 3, Appellant 4, Appellant6, Appellant 7 and Appellant8. Mr. PV Ravi Kumar (“Appellant 2”), Mrs. P Leela Madhuri Devi (“Appellant 5”) and P Suresh Gandhi (“Appellant 9”), public shareholders of the Company have failed to make disclosures under Regulations 7(1) and 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 13(5) of SEBI (PIT) Regulation, 1992, accordingly SEBI imposed penalty of Rs. 4,00,000 on Appellant 2 and Appellant 5 and penalty of Rs. 3,00,000 on Appellant 9.
Being aggrieved by the order of SEBI, the appellants have filed the present appeal and following submissions were made: The violations have been committed due to total ignorance of law. Therefore, the respondent should not have imposed such high penalties for the said admitted violations which occasioned only due to inadvertence. All the appellants including Promoter, Director, Compliance Officer and Public Shareholder should be treated at par in the matter of imposition of penalty and there should be no discrimination in this regard.
In reply to the contentions made by the appellants, SEBI submitted that penalties in question have been imposed on the appellants duly taking into consideration degree and nature of violation committed by them as also their respective position in the company. Similarly, an appellant who has committed violation twice has been imposed slightly more monetary penalty as compared to the others.
Issues: Whether the penalty imposed by the SEBI on the appellants is justified?
Decision: After taking into consideration all the facts and circumstances of the case and submissions made by both the parties, the Hon‟ble Tribunal held that penalties imposed on the appellants are justified and not unreasonable considering the nature of violation, accordingly dismissed the case with no order to the cost.
6. 6
The Hon’ble Tribunal held that well considered decision to include huge number of shares of third parties by the promoters of the company into their shares under clause 35 is a very serious matter and cannot be pardoned. Accordingly, the appeal was dismissed.
SAT order in the matter of M/s GHCL Limited, Mr. Bhuwneshwar Mishra and Mr. Sanjay Dalmia and others
Facts: On October 25, 2013, SEBI imposed penalties ranging between Rs. 7 Lacs to 50 Lacs on M/s GHCL Limited (Appellant 1), Mr. Bhuwneshwar Mishra (Appellant 2), Mr. Sanjay Dalmia (Appellant 3) for violation of Regulation 3(a), (b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b) and (c) of SEBI Act, 1992 and M/s Carissa Investment Pvt. Ltd. (Appellant 4), M/s Dear Investment Pvt. Ltd. (Appellant 5), M/s Dalmia Housing Finance Ltd. (Appellant 6), M/s Ilac Investments Pvt. Ltd. (Appellant 7), M/s Lovely Investment Pvt. Ltd. (Appellant 8), M/s Antarctica Investment Pvt. Ltd. (Appellant 9), M/s Comosum Investment Pvt. Ltd. (Appellant 10), M/s Alter Investment Pvt. Ltd (Appellant 11)., M/s Anurag Trading Leasing & Investment Pvt. Ltd (Appellant 12), M/s Archana Trading Leasing & Investment Pvt. Ltd. (Appellant 13) for violation of Regulation 3(a), (b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b) and (c) of SEBI Act, 1992 and Regulation 7(1A) and 8(2) of SEBI (SAST) Regulations, 1997. Being aggrieved by the order of SEBI, all the appellants had filed the appeal before Hon‟ble Tribunal and contended that:
Contention made on behalf of Appellants The company informed all the Stock Exchanges whatsoever data / information was received by it from the promoters about the shareholding pattern as a conduit only. Existing proforma prescribed by Clause 35 of the Listing Agreement did not talk of inclusion of shares which could be held by third parties / outsiders on behalf of the promoters. Because of such an ambiguity in law various legal opinions were sought by the management of the appellant company and such opinions were in favour of inclusion of such independent shares held by third parties into the shares of the promoters. Therefore, no fault could be found with the appellants in reporting the shareholding pattern for eight quarters in the years 2007-2008.
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On February 3, 2009 SEBI amended Regulation 8A of the SEBI (SAST) Regulations, 1997 as a result of which the promoters of a company were required to disclose to the Company in the prescribed format, interalia, the details of their shareholding in the Company and separately disclose details of shares placed by them to third parties or otherwise encumbered. The company once again addressed a letter dated April 9, 2009 to all the stock exchanges giving a summary sheet of all previous shareholding patterns filed from March 31, 2007 to December 31, 2008 as well as the summary sheet of revised shareholding patterns for the same period under the amended law.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After going through the Cl. 35 read with detailed format, the Hon‟ble Tribunal held that the law only requires promoters to mention their own shareholding which they are holding on their own right and there is no scope for inclusion of any third party shares therein. However, an inadvertent, unintentional, minor and venial wrong reporting under clause 35 of the Listing Agreement is one thing; and a conscious and well considered decision to include huge number of shares of third parties by the promoters of the company into their shares knowing fully well that the third parties„ shares do not belong to the promoters for reflecting the same in the shareholding pattern of the promoters to the Stock Exchanges under clause 35 is a very serious matter and cannot be pardoned. Accordingly, the Hon‟ble Tribunal dismissed the appeal.
Consent order in the matter of M/s. Talbros Engineering Limited
M/s Talbros Engineering Limited (“Applicant”) had delayed by 46 days, 29 days and 45 days in complying with the provisions of Regulation 8(3) of SEBI (SAST) Regulations, 1997 for the year 1998, 2000 and 2001 respectively. Therefore the Applicant had voluntary filed the consent application for the settlement of above non compliances and proposed to pay a sum of Rs 2,00,000 towards settlement charges. The terms as proposed by the Applicant were placed before High Powered Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances and disposes of said proceedings against the Applicant.
8. 8
Consent order in the matter of M/s. ABM International Limited
M/s ABM International Limited (Applicant) has voluntarily filed the consent application in respect of delay of 5018 and 168 days in filing the requisite disclosure under Regulation 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 and 1999 respectively. It was also submitted by the Applicant that there was no change in control of the applicant Company.
The applicant proposed to settle the above non-compliances on the payment of Rs. 2,00,000 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances.
Consent order in the matter of M/s. Suryakrupa Finance Ltd.
M/s Suryakrupa Finance Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delay of 5007 days, 4642 days, 4277 days, 3912 days, 3547 days, 3182 days, 2452 days, 2087 days, 1722 days, 1357 days, 992 days and 262 days in filing the requisite disclosure under 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011respectively. It was also submitted by the Applicant that there has been no change in the shareholding of promoters during the period of noncompliance and the company has share capital of less than Rs. 10 crores.
The applicant proposed to settle the above non-compliances on the payment of Rs. 6,28,125 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances.
Consent order in the matter of M/s. Quasar India Ltd.
M/s Quasar India Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011.
The applicant proposed to settle the above non-compliances on the payment of Rs. 5,00,000 towards settlement charges. The terms as proposed by the applicant were placed before High
9. 9
Power Advisory Committee (HPAC) which recommend to give final opportunity to Applicant to raise the settlement amount to 6,20,625and on the recommendation of HPAC, SEBI settle the above non compliances.
Consent order in the matter of M/s. Corporate Courier and Cargo Ltd.
M/s Corporate Courier and Cargo Ltd. (“Applicant”) has voluntarily filed the consent application in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation, 1997 for the years 1997 to 2011.
The applicant proposed to settle the above non-complianceson the payment of Rs. 6,43,125 towards settlement charges. The terms as proposed by the applicant were placed before High Power Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances.
Adjudicating/WTM orders Target Company Noticee Regulations Penalty Imposed/ Decision Taken
M/s Arunjyoti Enterprises Limited
Ms. Rajul Premal Doshi
Regulation 29(1) read with 29(3) of SEBI (SAST) Regulations,2011 and Regulation 13(1) read with 13(5) of SEBI (PIT) Regulations, 1992 Rs. 4,00,000
M/s Kanel Oil and Exports Industries Limited
Mr. Kirtibhai Chhaganbhai Patel, Mr. Aditya Yogeshbhai Patel, M/s. Kyati Realties Limited, M/s. Khyati Multimedia Entertainment Limited, Kartikbhai J Patel HUF, Mr. Kamalkant R Rao, Mr. Radheshyam R Lodh
Regulation 29(1) and 29(2) read with Regulation 29(3) of the SEBI (SAST) Regulations, 2011 and Regulation 13(2) of the SEBI (PIT) Regulations, 1992.
Rs. 8,00,000 on the violation of SEBI (SAST) Regulations, 2011 and Rs. 10,00,000 on the violation of SEBI (PIT)
10. 10
Regulations, 1992.
M/s Count N Denier (India) Limited
Mr. Anil B Agarwal
Regulation 30(2) read with 30(3) of the SEBI (SAST) Regulations, 2011
Rs. 2,00,000
M/s Looks Health Services Limited
Mr. Dipak Kalyanji Tanna
Regulation 29(2) read with 29(3) of the SEBI (SAST) Regulations, 2011 and Regulation 13(3) read with 13(5) of the SEBI (PIT) Regulation, 1992
Rs. 4,00,000
M/s GulabImpex Enterprises Limited
M/s. GulabImpex Enterprises Limited
Regulation 8(3) of SEBI (SAST) Regulations,1997
Rs. 9,00,000
M/s Mahan Eximp Limited
M/s. Mahan Eximp Limited
Regulation 8(3) of SEBI (SAST) Regulations,1997
Rs. 8,00,000
M/s Supriya Leasing Limited
M/s. Supriya Leasing Limited
Regulation 8(3) of SEBI (SAST) Regulations,1997
Rs. 8,00,000
M/s Shree Bhawani Paper Mills Limited
M/s Shree Bhawani Paper Mills Limited
Regulation 8(3) of SEBI (SAST) Regulations,1997
Rs. 25,000
M/s Shree Bhawani Paper Mills Ltd.
Mr. Badri Vishal Tandon
Regulation 7(1A) read
with 7(2) of SEBI (SAST) Regulations,1997
Rs. 2,00,000
M/s Shree Bhawani Paper Mills Ltd.
Mr. Akshat Tandon, Ms. Neera Tandon and others
Regulation 3(3) and 3(4) of the SEBI (SAST) Regulation, 1997
Rs. 68,00,000
M/s AkshOptifibre Limited
Dr. Kailash S. Choudhari, Mrs. Seema Choudhari and others
Regulation 7(1A) read with 7(2) of SEBI (SAST) Regulation,1997
Rs. 15,00,000
11. 11
M/s Rajlaxmi Industries Limited
Ms. Binna N Parikh, Ms. Bela Mehta, Mr. KailashMakharia, Ms. RenuGautamHarlalka, Ms. Asha V Harlalka, Mr. Manish V Harlalka, Mr. Gautam V Harlalka, and Mr. Vinod Kumar Harlalka
Regulation 7(1) read with 7(2), 8(1) and 8(2) of SEBI (SAST) Regulations, 1997 and Regulation 30(2) read with 30(3) of the Takeover Regulations, 2011
Rs. 62,50,000
M/s Yamini Investments Company Limited
M/s. Yamini Investments Company Limited, Mr. Munjal M. Jayakrishna, Ms. Devyani Rajesh Jayakrishna, Ms. Padma Jayakrishna, Mr. Gokul M. Jayakrishna, Ms. Shivani R. Jayakrishna, Mr. Rajesh Jayakrishna and Mr. Narayan Jha
Regulation 7(1A) read with Regulation 7(2) of the SEBI (SAST) Regulations, 1997,
Regulation 29(2) read with Regulation 29(3),
Regulation 30(2) read with 30(3) of SEBI (SAST) Regulations, 2011
and Regulation 13(3) and 13(4A) read with Regulation 13(5) of SEBI (PIT) Regulations, 1992
Rs. 40,50,000
M/s W W Technology Holdings Limited
Ms. Sarita Mansingka,
Mr. Prashant Deorah,
Mr. Anil Patodia,
Ms. Poonam Patodia,
Mr. Kishorilal Patodia,
Mr. Abhijeet Patodia
Mr.Divansh Mansingka
Regulation 7(1A) read with
7(2), Regulation 11(1) of SEBI (SAST) Regulations, 1997.
Rs. 14,00,000 for the violation of Regulation 7(1A) read with
7(2)of SEBI (SAST) Regulations, 1997 and Rs. 50,00,000 on the violation of Regulation 11(1) of SEBI (SAST) Regulations,
12. 12
HINT OF THE MONTH
1997.
M/s Innoventive Venture Limited (Formerly Known as Platinum Ocean Energy Limited)
M/s. Innoventive Venture Limited (Formerly Known as Platinum Ocean Energy Limited)
Regulation 8(3) of SEBI (SAST) Regulations,1997
Rs. 2,00,000
If there is a competitive offer, the acquirer who has made the original public announcement can revise the terms of his open offer provided the revised terms are favorable to the shareholders of the target company. Further, the bidders are entitled to make revision in the offer price up to 3 working days prior to the opening of the offer. The schedule of activities and the offer opening and closing of all competing offers shall be carried out with identical timelines.
{As substantiated from FAQ of SEBI on SEBI (SAST) Regulations, 2011}
13. 13
Target Company
M/s Prime Focus Limited
Registered Office
Mumbai
Net worth of TC
Rs. 747.43 (31.03.2014)
Listed At BSE and NSE
Industry of TC
Movies & Entertainment
Acquirer
M/s. Reliance Media Works Limited along with Reliance Land Private Limited, Mr. Namit Malhotra, Mr. Naresh Malhotra and Monsoon Studio Private Limited (PACs).
Target Company
M/s MPF Systems Limited
Registered Office
Pune
Net worth of TC
Rs. 44.67 lacs (31.12.2013)
Listed At BSE and PSE
Industry of TC Industrial Machinery
Acquirer-
M/s Royal Nirman
Private Limited
Details of the offer: Offer to acquire 8,84,700 equity shares at a price of Rs. 2/- per fully paid up equity share payable in cash.
Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 18,87,697 (55.48%) Equity Shares and control over Target Company.
Triggering Event: Preferential Allotment of 11,34,61,538 (37.96%) equity shares to the Acquirer and PAC by the Target Company .
Details of the offer: Offer to acquire 7,77,08,534 equity shares representing 26% of Equity Shares at a price of Rs. 52/- per fully paid up equity share payable in cash.
Latest Open Offers
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Target Company
M/s Styrolution ABS (India) Limited
Registered Office
Gujarat
Net worth of TC
NA
Listed At BSE and NSE
Industry of TC
Specialty Chemicals
Acquirers
M/s Styrolution South East Asia Pte Ltd (“Acquirer”) along with INEOS Styrolution Holdings Group GmbH (“PAC1”) and Styrolution Group GmbH (“PAC2”)
Target Company
M/s Genus Prime Infra Limited
Registered Office
Muzaffarnagar
Net worth of TC
Rs. 312.51 Lacs (31.03.2014)
Listed At BSE
Industry of TC
Comm. Trading & Distribution
Acquirers
Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal, and Mr. Amit Agarwal
Details of the offer: Offer to acquire 36,59,110 Equity Share at a price of Rs. 5.50/- per fully paid up equity share payable in cash.
Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 94,47,731 (67.13%) Equity Shares and control over Target Company.
Triggering Event: Acquisition of 100% of the voting capital of Styrolution Holding GmbH, which indirectly holds 13,189,218 (75%) shares in the Target Company.
Details of the offer: Offer to acquire 43,96,407 equity shares at a price of Rs. 499.81/- per fully paid up equity share payable in cash
15. 15
Target Company
M/s Ambitious Plastomac Company Limited
Registered Office
Mumbai
Net worth of TC
Rs. 58.73 Lacs (31.03.2014)
ListedAt BSE and ASE
Industry of TC
Comm. Trading & Distribution
Acquirers and PACs
Mr. Pinkal Patel, Mr. Monark Patel and Mrs. Rajvi Patel
Triggering Event: Share Purchase Agreement (SPA) for the acquisition of 11,48,700 (19.77%) Equity Shares and control over Target Company.
Details of the offer: Offer to acquire 15,10,600 Equity Shares at a price of Rs 1.75/- per fully paid up equity share payable in cash.
16. 16
Regular Section: Battle for Mangalore Chemicals & Fertilizers Limited
About Mangalore Chemicals & Fertilizers Limited (“MCFL / Target Company”)
Mangalore Chemicals & Fertilizers Limited was incorporated on July 18, 1966 as a public limited company under Companies Act,1956 and its shares are listed on BSE Limited (BSE), National stock Exchange Limited (NSE) and Bangalore Stock Exchange Limited (BgSE). The Target Company is engaged in the manufacturing and sale of urea, di-ammonium phosphate and complex fertilizers, ammonium bi-carbonate, sulphonated naphthalene formaldehyde, plant nutrition products and plant protection chemicals.
First Open Offer
About SCM Soilfert Limited (“Acquirer”)
SCM Soilfert Limited was incorporated on October 10, 2012 under Companies Act, 1956 and engaged in the business of trading in fertilizers of different grades and related activities. As on May 1, 2014, SCM holds 29,992,459 shares in the Target Company, representing 25.3% of the total share capital of the Target Company.
About Deepak Fertilisers And Petrochemicals Corporation Limited (“DFPCL”)
Deepak Fertilisers Petrochemicals Corporation Limited was incorporated on May 31, 1979 as Deepak Fertilisers And Petrochemicals Corporation Private Limited under Companies Act, 1956 The name of the PAC was changed on June 14, 1979 from Deepak Fertilisers And Petrochemicals Corporation Private Limited to Deepak Fertilisers And Petrochemicals
17. 17
Corporation Limited. The shares of company are listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”). The Company is engaged in three business segments – Chemicals, Fertilizers and Realty.
Inter-relation between Acquirer and DFPCL and Target Company
Acquirer is promoted by PAC and is the part of Deepak Fertilisers and Petrochemicals Corporation Limited (“DFPCL”) Group.
PAC is the holding company of Acquirer and is the flagship company of the DFPCL group.
Competing Offer
About Zuari Fertilisers and Chemicals Limited (“Competing Acquirer”)
Zuari Fertilisers and Chemicals Limited was incorporated on August 11, 2009 under Companies Act, 1956 and is an unlisted public limited company. It was set up for manufacturing and trading of organic and inorganic fertilizers and is a part of the Adventz Group. The Adventz Group is controlled by Mr. Saroj Kumar Poddar, comprises of companies in various verticals with major interests in agri-business, engineering and infrastructure, emerging lifestyles and services. It holds 1,94,71,787 (16.43%) equity shares in the Target Company.
About Zuari Agro Chemicals Limited (“ZACL”)
Zuari Agro Chemicals Limited was incorporated as a public limited company on September 10, 2009 under the Companies Act, 1956 and is a part of Adventz Group. The shares of the
Deepak Fertilisers and Petrochemicals Limited
SCM Soilfert Limited
Wholly owned subsidiary
Mangalore Chemicals & Fertilizers Limited
25.30%
18. 18
Company got listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on November 27, 2012.
About United Breweries (Holdings) Limited (“UBHL”)
United Breweries (Holdings) Limited was incorporated as a public limited company on March 23, 1915. The shares of the company are listed on BSE Limited (“BSE”), National Stock Exchange Limited (“NSE”) and Bangalore Stock Exchange Limited (“BgSE”). It is the flagship holding company of the UB Group through which the UB Group holds stake in various companies which comprise the UB Group. It is engaged in the business of exports of alcoholic beverages, footwear, clothing, lease rentals, property development, dividends from investee companies, licensing fees, interest and guarantee commissions from investee companies. It holds 1,78,36,068 (15.05%) equity shares in the Target Company.
About Kingfisher Finvest India Limited (“KFIL”)
Kingfisher Finvest India Limited was incorporated as a public limited company on August 20, 1999. It is a part of UB Group and is engaged in investment business as an investment holding company and to buy, sell, underwrite, invest in, and acquire, hold and dispose-off shares, debentures, debentures stock, bonds, obligations, and securities issued or guaranteed by the Central or State Government or any Company, anywhere in India, and to deal with any such business in any manner. It holds 23,80,000 (2.01%) equity shares in the Target Company.
About McDowell Holdings Limited (“MHL”) McDowell Holdings Limited was incorporated as a public limited company on March 1, 2004. It is a part of the UB Group and is an investment holding company, operating in two segments: Investment and Financial Services. It holds 58,26,828 (4.92%) equity shares in the Target Company.
Inter-relation between Competing Acquirer and PACs with it
Competing Acquirer and PACs with it belongs to two groups i.e. Adventz Group and UB group
Competitor is wholly owned subsidiary of ZACL and is a part of Adventz Group.
UBHL is a flagship holding company of UB Group and is controlled by Dr. Vijay Mallya.
19. 19
KFIL is a wholly-owned subsidiary of UBHL and is the part of UB Group.
MHL is a part of the UB Group and is promoted by UBHL, KFIL, Mallya Private Limited and Dr. Vijay Mallya.
Background:
First Open Offer:
As on the date of PA, the Acquirer holds 2,89,91,150 equity shares representing 24.5% of the voting capital of the Target Company. Further the acquirer proposed to place a purchase order to acquire upto 20,00,000 fully paid up equity shares representing upto 1.7% of the Voting Share Capital of the Target Company. Prior to the placement the order the acquirer has made this open offer to the shareholder of the Target Company for the acquisition of 30,813,939 fully paid up equity shares constituting 26.0% of the voting share capital of the Target Company. Out of the shares proposed to be acquired the acquirer was able to acquire 10,01,309 Equity Shares representing 0.8% of the voting capital of the Target Company.
Competing Offer
As against the original offer, UB Group along with Adventz Group had made an competing offer for the acquisition of up to 3,08,13,939 equity shares representing 26% of the Voting Share Capital. The UB Group was not in a position to finance this competing offer and the Advertz group is willing to finance the competing offer and participate in the management of the Target Company. Accordingly, Advertz group have decided to act in concert with UB group against the original offer by launching a competing offer.
Conclusion
Now it has to be seen whether UB group will able to protect its interest in the Target Company or SCM Soilfert Limited takeover the company from them.
20. 20
Acquisition of VC Backed CRO Karmic Lifesciences by Cliantha
Cliantha Research Limited, an Ahmedabad based global lifesciences company has acquired, Karmic Lifesciences, Mumbai headquartered contract research organization for an undisclosed amount. This deal provides an exit to number of VC investors including Mumbai Angels. India Angel network, Basil Partners who had invested $2.5 Mn in equity funding over multiple rounds.
Acquisition of French Industrial Firm Simonin Group by Sintex
Sintex NP SAS France, wholly owned subsidiary of Sintex Industries has bought out French industrial company Simonin Group, French based company, headquartered in Beure in the Doubs Department for INR 1,453 Mn. This deal enhances the company‟s portfolios and increases its clientele base.
Buys Out Biotech Firm MabPharm by Cipla
Meditab Private Limited, wholly owned subsidiary of Cipla Limited has increased its stake from 25% to100% in Mabpharm Private Limited, a Goa based biotech firm for an undisclosed amount. With the current deal MabPharm becomes a wholly owned subsidiary of Cipla.
Market Updates
21. 21
Disclaimer:
This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this paper
have been developed on the basis of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 in India. The author and the company expressly disclaim all and any liability to any
person who has read this paper, or otherwise, in respect of anything, and of consequences of
anything done, or omitted to be done by any such person in reliance upon the contents of this paper.
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