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 recent updates from the Takeover Panorama publication regarding exemption requests made under Regulation 4(2) of SEBI's SAST Regulations. It discusses three cases - Jagran Prakashan Ltd seeking a 1-3% increase in shareholding, Abbott India Ltd where shareholding would increase due to a buyback, and Ashnoor Textiles Mills Ltd seeking a preferential allotment increasing shareholding. In each case details of the request and the Takeover Panel's consideration of whether exemption from takeover regulations should be granted are provided.
The document provides summaries of three legal cases related to takeovers:
1. In the matter of Nirvana Holdings Private Limited, the SAT ruled that an acquirer company will be treated as part of the target company's promoter group if the target company's promoters hold 100% shares in the acquirer company.
2. In the matter of Eon Electric Limited, the Takeover Panel granted an exemption to acquirers where their increase in shareholding of the target company was pursuant to a share buyback by the target company.
3. The document also briefly mentions an order related to Adjudicating Officer Orders and Consent Orders but does not provide any details.
This document provides information on initial public offerings (IPOs) including key terms, the book building process, and differences between fixed price and book built issues. It discusses how IPOs allow companies to raise funds from the public market for the first time. In a book built issue, the price is determined through investor demand at various price levels, while in a fixed price issue the company freely determines the price upfront.
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.
The document provides information on recent updates regarding takeover cases in India. It discusses two cases where companies sought exemption from certain takeover regulations for proposed preferential allotments. In the first case, SEBI granted exemption as there would be no change in control. In the second case, SEBI granted exemption as the proposed acquisition was in the interest of the target company. The document also provides details of recent open offers made by acquirers due to substantial acquisition of shares in target companies.
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
The document discusses share capital and winding up of companies. It covers the following key points in 3 sentences:
Unit 3 discusses the different kinds of share capital a company can have, including equity share capital with or without voting rights and preference share capital. It also covers voting rights, the variation of shareholder rights, corporate social responsibility, and circumstances for winding up a company. The unit concludes with discussing the legal aspects of company accounts and audits.
The document is a draft red herring prospectus for an initial public offering of shares of A2Z Maintenance & Engineering Services Limited. It summarizes that the company is issuing new shares as well as existing shareholders selling shares, with the goal of raising up to Rs. [amount] million. A portion of the offering will be reserved for employees. The shares are proposed to be listed on the Bombay Stock Exchange and National Stock Exchange of India. The issue involves risks as it is the company's first public offering.
The document summarizes recent updates from the Takeover Panorama publication regarding exemption requests made under Regulation 4(2) of SEBI's SAST Regulations. It discusses three cases - Jagran Prakashan Ltd seeking a 1-3% increase in shareholding, Abbott India Ltd where shareholding would increase due to a buyback, and Ashnoor Textiles Mills Ltd seeking a preferential allotment increasing shareholding. In each case details of the request and the Takeover Panel's consideration of whether exemption from takeover regulations should be granted are provided.
The document provides summaries of three legal cases related to takeovers:
1. In the matter of Nirvana Holdings Private Limited, the SAT ruled that an acquirer company will be treated as part of the target company's promoter group if the target company's promoters hold 100% shares in the acquirer company.
2. In the matter of Eon Electric Limited, the Takeover Panel granted an exemption to acquirers where their increase in shareholding of the target company was pursuant to a share buyback by the target company.
3. The document also briefly mentions an order related to Adjudicating Officer Orders and Consent Orders but does not provide any details.
This document provides information on initial public offerings (IPOs) including key terms, the book building process, and differences between fixed price and book built issues. It discusses how IPOs allow companies to raise funds from the public market for the first time. In a book built issue, the price is determined through investor demand at various price levels, while in a fixed price issue the company freely determines the price upfront.
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.
The document provides information on recent updates regarding takeover cases in India. It discusses two cases where companies sought exemption from certain takeover regulations for proposed preferential allotments. In the first case, SEBI granted exemption as there would be no change in control. In the second case, SEBI granted exemption as the proposed acquisition was in the interest of the target company. The document also provides details of recent open offers made by acquirers due to substantial acquisition of shares in target companies.
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
The document discusses share capital and winding up of companies. It covers the following key points in 3 sentences:
Unit 3 discusses the different kinds of share capital a company can have, including equity share capital with or without voting rights and preference share capital. It also covers voting rights, the variation of shareholder rights, corporate social responsibility, and circumstances for winding up a company. The unit concludes with discussing the legal aspects of company accounts and audits.
The document is a draft red herring prospectus for an initial public offering of shares of A2Z Maintenance & Engineering Services Limited. It summarizes that the company is issuing new shares as well as existing shareholders selling shares, with the goal of raising up to Rs. [amount] million. A portion of the offering will be reserved for employees. The shares are proposed to be listed on the Bombay Stock Exchange and National Stock Exchange of India. The issue involves risks as it is the company's first public offering.
The purpose of opening an escrow account is to ensure that the acquirer has adequate financial
resources to fulfill the payment obligations under the open offer. As per Regulation 17(1) of SAST Regulations,
2011, the acquirer is required to deposit in cash, 100% of the total consideration payable under the open offer
assuming full acceptance of the open offer, in the escrow account before making the public announcement of
the open offer. This ensures that the acquirer has made necessary financial arrangements and has the ability to
implement the open offer. The funds from the escrow account can only be withdrawn after the completion of
the open offer period or payment of consideration to the shareholders who have accepted the open offer,
wh
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
Critical IPO disclosures in a prospectus and comparison of JustDial and TBZ IPOtwinkle Chhadwa
This PPT describes everything about IPO's and their regulations. It highlights the key part of an ipo prospectus i.e Disclosures. We have critically analysed 15 disclosures along with SEBI requirements. For this purpose we have taken two companies JustDial and TBZ IPO's and have compared them.Also supported by various casestudies such as DLF, Facebook, Alibaba etc.
1. JustDial, an Indian search service provider, conducted an initial public offering to raise between Rs. 822-950 crore by offering 17,497,458 shares at Rs. 470-543 per share.
2. The IPO was led by Citigroup Global Markets and Morgan Stanley and was graded 5/5 by CRISIL for strong fundamentals. It offered retail investors a 10% discount and a buyback guarantee if stock fell 20% in 6 months.
3. On the closing day, bids for the IPO shares were oversubscribed 11.63 times, with foreign institutional investors, retail investors, and non-institutional investors all exceeding their reserved portions.
The document discusses various aspects of companies and shares under Indian law. It defines a company and its key characteristics such as separate legal entity, limited liability, perpetual succession etc. It also explains different types of companies and differences between private and public companies. Further, it discusses topics like types of shares, issue of shares including at premium and discount, oversubscription and under subscription of shares, calls made on shares, forfeiture of shares etc. Various journal entries required for accounting of share capital transactions are also provided.
The document provides an overview of 12 recent open offer cases in India, including the target company, acquirer, number of shares and percentage being acquired, and reason for the open offer such as share purchase agreements or preferential allotments. Intermediaries assisting with the open offers such as managers and registrars are also listed for each case. The open offers range from acquisitions of 20% to over 37.5% of company shares and voting capital.
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
This document summarizes the key regulatory frameworks and guidelines around foreign investment in India. It discusses the Foreign Exchange Management Act, Reserve Bank of India, and Department of Industrial Policy and Promotion as the key regulatory bodies. It also outlines the different schedules and limits for foreign direct investment, foreign institutional investors, non-resident Indians, and foreign venture capital investors. The press notes provide clarification on various topics like downstream investments, transfer of ownership to non-residents, and guidelines for calculating direct and indirect foreign investment in Indian companies.
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
This document summarizes three contracts management issues that Cochin Shipyard Limited (CSL) settled.
1) CSL settled a $2 million international arbitration claim from shipowners for $130,000 through mutual negotiations, with 50% of the settlement covered by insurance.
2) CSL settled a Rs. 30 crore guarantee claim from a European shipowner regarding asbestos in gaskets for Rs. 10 crore to replace the gaskets, with consequential claims dropped.
3) CSL paid Rs. 4 crore over the contract price to engineering consultants for additional work to contain a project's cost at Rs. 350 crore, saving the project.
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
The document provides updates on recent SEBI orders related to takeover regulations. The first order discusses a case regarding ADC TELECOMMUNICATIONS, INC. acquiring shares in KCL through an indirect acquisition. SEBI determined there was no violation of regulations regarding appointment of directors. The second order discusses a case of Anand Arya acquiring shares in Premier Synthetics Limited. A monetary penalty was imposed for failing to comply with disclosure requirements, though no unfair gains were made. The document also provides listings of recent open offers made by acquirers for target companies.
The document provides legal updates and summaries of two cases from SEBI pertaining to takeovers. In the first case, SEBI clarified that the 5% limit for creeping acquisition of shares by promoters under the SEBI SAST regulations should be calculated separately for each acquisition based on the company's paid-up capital at that time. In the second case, SEBI granted exemption from the open offer requirement for a proposed issue of warrants that would increase promoters' shareholding beyond the limit, since the funds were needed to revive the target company's operations.
Indian companies can issue redeemable preference shares as bonus shares to non-resident shareholders such as FIIs, FPIs, and NRIs under certain conditions. Issuing such bonus shares provides benefits to both companies and investors. It allows companies to distribute profits without immediate cash outflows while investors receive staggered payouts. The document discusses the relevant regulations and conditions for issuing redeemable preference shares as bonus shares to non-resident shareholders.
The document summarizes recent changes and clarifications related to corporate laws in India. It discusses:
1) Amendments to exclude independent directors and their relatives from the definition of related parties for related party transactions.
2) Clarification that restrictions on related party transactions do not apply to mergers, amalgamations, and schemes of arrangements.
3) No fresh approval needed for pre-existing related party contracts, unless terms are modified.
provisions and restrictions of buy back of sharessangeeta saini
The document provides information about buybacks of shares by companies. It discusses the methods of buybacks, provisions and restrictions under the Companies Act 2013, and examples. Specifically, it notes that companies can buy back shares from existing shareholders proportionately, from the open market, or by purchasing employee shares. Restrictions include the buyback being authorized by articles and below 25% of paid-up capital and free reserves. An example is provided of Reliance Industries announcing a Rs. 10,440 crore buyback of 12 crore shares at Rs. 870 per share.
The document provides information on initial public offerings (IPO) and their requirements in India. Some key points:
- An IPO is when a company issues shares to the public for the first time. There are two main methods - fixed price and book building.
- Qualified institutional bidders (QIBs) make up 50% of shares in a book build IPO. Retail investors can apply for up to Rs. 2 lakhs worth of shares.
- Promoters must contribute at least 20% of the post-issue capital in an IPO. This contribution is locked in for 3 years along with any excess over 20%. Other pre-issue capital is locked in for
Biocon vs income tax on esop (Discounted ESOPs Are Not Taxable)NextBigWhat
The document discusses the question of whether discount on issue of employee stock options is allowable as a deduction in computing income under the head profits and gains of business. It summarizes the facts of the case pertaining to the assessment year 2003-2004, where the assessee company Biocon Limited claimed a deduction of Rs. 3.38 crore representing discount under its ESOP 2000 plan. The authorities below did not accept the deduction claim, holding that deduction can only be allowed for actual expenditure and not notional expenditure. The Special Bench of the Income Tax Appellate Tribunal has been constituted to decide this question of law.
Key Takeaways:
Concerns relating to tax treaties and it's taxability
Issues in determination of PE
Considerations for determination of residential status
Implication for cross border work
1. RDB Industries Limited was penalized Rs. 20,00,000 for previous acquisitions by promoters that triggered open offer obligations under Regulation 11(1) but where no open offer was made at the time.
2. The company had made preferential allotments to promoters, and in reviewing the letter of offer SEBI identified violations of failing to disclose previous acquisitions that exceeded thresholds.
3. While the company argued the violations were not intentional and an open offer was now being made, SEBI ruled the current open offer did not absolve the company of obligations for past violations.
The document outlines the steps a company must take to issue bonus shares. It begins by verifying the company's eligibility to issue bonus shares under applicable law and its articles of association. It then checks that the authorized share capital has adequate unissued shares. Next, it determines the terms of the bonus issue such as ratio and sources of capitalization. The document specifies convening a board meeting to approve the bonus issue and pass a resolution. It provides templates for board meeting notices and resolutions. Finally, it details giving notice of an extraordinary general meeting if shareholder approval is required to capitalize profits for the bonus issue.
The purpose of opening an escrow account is to ensure that the acquirer has adequate financial
resources to fulfill the payment obligations under the open offer. As per Regulation 17(1) of SAST Regulations,
2011, the acquirer is required to deposit in cash, 100% of the total consideration payable under the open offer
assuming full acceptance of the open offer, in the escrow account before making the public announcement of
the open offer. This ensures that the acquirer has made necessary financial arrangements and has the ability to
implement the open offer. The funds from the escrow account can only be withdrawn after the completion of
the open offer period or payment of consideration to the shareholders who have accepted the open offer,
wh
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
Critical IPO disclosures in a prospectus and comparison of JustDial and TBZ IPOtwinkle Chhadwa
This PPT describes everything about IPO's and their regulations. It highlights the key part of an ipo prospectus i.e Disclosures. We have critically analysed 15 disclosures along with SEBI requirements. For this purpose we have taken two companies JustDial and TBZ IPO's and have compared them.Also supported by various casestudies such as DLF, Facebook, Alibaba etc.
1. JustDial, an Indian search service provider, conducted an initial public offering to raise between Rs. 822-950 crore by offering 17,497,458 shares at Rs. 470-543 per share.
2. The IPO was led by Citigroup Global Markets and Morgan Stanley and was graded 5/5 by CRISIL for strong fundamentals. It offered retail investors a 10% discount and a buyback guarantee if stock fell 20% in 6 months.
3. On the closing day, bids for the IPO shares were oversubscribed 11.63 times, with foreign institutional investors, retail investors, and non-institutional investors all exceeding their reserved portions.
The document discusses various aspects of companies and shares under Indian law. It defines a company and its key characteristics such as separate legal entity, limited liability, perpetual succession etc. It also explains different types of companies and differences between private and public companies. Further, it discusses topics like types of shares, issue of shares including at premium and discount, oversubscription and under subscription of shares, calls made on shares, forfeiture of shares etc. Various journal entries required for accounting of share capital transactions are also provided.
The document provides an overview of 12 recent open offer cases in India, including the target company, acquirer, number of shares and percentage being acquired, and reason for the open offer such as share purchase agreements or preferential allotments. Intermediaries assisting with the open offers such as managers and registrars are also listed for each case. The open offers range from acquisitions of 20% to over 37.5% of company shares and voting capital.
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
This document summarizes the key regulatory frameworks and guidelines around foreign investment in India. It discusses the Foreign Exchange Management Act, Reserve Bank of India, and Department of Industrial Policy and Promotion as the key regulatory bodies. It also outlines the different schedules and limits for foreign direct investment, foreign institutional investors, non-resident Indians, and foreign venture capital investors. The press notes provide clarification on various topics like downstream investments, transfer of ownership to non-residents, and guidelines for calculating direct and indirect foreign investment in Indian companies.
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
This document summarizes three contracts management issues that Cochin Shipyard Limited (CSL) settled.
1) CSL settled a $2 million international arbitration claim from shipowners for $130,000 through mutual negotiations, with 50% of the settlement covered by insurance.
2) CSL settled a Rs. 30 crore guarantee claim from a European shipowner regarding asbestos in gaskets for Rs. 10 crore to replace the gaskets, with consequential claims dropped.
3) CSL paid Rs. 4 crore over the contract price to engineering consultants for additional work to contain a project's cost at Rs. 350 crore, saving the project.
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
The document provides updates on recent SEBI orders related to takeover regulations. The first order discusses a case regarding ADC TELECOMMUNICATIONS, INC. acquiring shares in KCL through an indirect acquisition. SEBI determined there was no violation of regulations regarding appointment of directors. The second order discusses a case of Anand Arya acquiring shares in Premier Synthetics Limited. A monetary penalty was imposed for failing to comply with disclosure requirements, though no unfair gains were made. The document also provides listings of recent open offers made by acquirers for target companies.
The document provides legal updates and summaries of two cases from SEBI pertaining to takeovers. In the first case, SEBI clarified that the 5% limit for creeping acquisition of shares by promoters under the SEBI SAST regulations should be calculated separately for each acquisition based on the company's paid-up capital at that time. In the second case, SEBI granted exemption from the open offer requirement for a proposed issue of warrants that would increase promoters' shareholding beyond the limit, since the funds were needed to revive the target company's operations.
Indian companies can issue redeemable preference shares as bonus shares to non-resident shareholders such as FIIs, FPIs, and NRIs under certain conditions. Issuing such bonus shares provides benefits to both companies and investors. It allows companies to distribute profits without immediate cash outflows while investors receive staggered payouts. The document discusses the relevant regulations and conditions for issuing redeemable preference shares as bonus shares to non-resident shareholders.
The document summarizes recent changes and clarifications related to corporate laws in India. It discusses:
1) Amendments to exclude independent directors and their relatives from the definition of related parties for related party transactions.
2) Clarification that restrictions on related party transactions do not apply to mergers, amalgamations, and schemes of arrangements.
3) No fresh approval needed for pre-existing related party contracts, unless terms are modified.
provisions and restrictions of buy back of sharessangeeta saini
The document provides information about buybacks of shares by companies. It discusses the methods of buybacks, provisions and restrictions under the Companies Act 2013, and examples. Specifically, it notes that companies can buy back shares from existing shareholders proportionately, from the open market, or by purchasing employee shares. Restrictions include the buyback being authorized by articles and below 25% of paid-up capital and free reserves. An example is provided of Reliance Industries announcing a Rs. 10,440 crore buyback of 12 crore shares at Rs. 870 per share.
The document provides information on initial public offerings (IPO) and their requirements in India. Some key points:
- An IPO is when a company issues shares to the public for the first time. There are two main methods - fixed price and book building.
- Qualified institutional bidders (QIBs) make up 50% of shares in a book build IPO. Retail investors can apply for up to Rs. 2 lakhs worth of shares.
- Promoters must contribute at least 20% of the post-issue capital in an IPO. This contribution is locked in for 3 years along with any excess over 20%. Other pre-issue capital is locked in for
Biocon vs income tax on esop (Discounted ESOPs Are Not Taxable)NextBigWhat
The document discusses the question of whether discount on issue of employee stock options is allowable as a deduction in computing income under the head profits and gains of business. It summarizes the facts of the case pertaining to the assessment year 2003-2004, where the assessee company Biocon Limited claimed a deduction of Rs. 3.38 crore representing discount under its ESOP 2000 plan. The authorities below did not accept the deduction claim, holding that deduction can only be allowed for actual expenditure and not notional expenditure. The Special Bench of the Income Tax Appellate Tribunal has been constituted to decide this question of law.
Key Takeaways:
Concerns relating to tax treaties and it's taxability
Issues in determination of PE
Considerations for determination of residential status
Implication for cross border work
1. RDB Industries Limited was penalized Rs. 20,00,000 for previous acquisitions by promoters that triggered open offer obligations under Regulation 11(1) but where no open offer was made at the time.
2. The company had made preferential allotments to promoters, and in reviewing the letter of offer SEBI identified violations of failing to disclose previous acquisitions that exceeded thresholds.
3. While the company argued the violations were not intentional and an open offer was now being made, SEBI ruled the current open offer did not absolve the company of obligations for past violations.
The document outlines the steps a company must take to issue bonus shares. It begins by verifying the company's eligibility to issue bonus shares under applicable law and its articles of association. It then checks that the authorized share capital has adequate unissued shares. Next, it determines the terms of the bonus issue such as ratio and sources of capitalization. The document specifies convening a board meeting to approve the bonus issue and pass a resolution. It provides templates for board meeting notices and resolutions. Finally, it details giving notice of an extraordinary general meeting if shareholder approval is required to capitalize profits for the bonus issue.
The purpose of opening an escrow account is to ensure that the acquirer has adequate financial
resources to fulfill the payment obligations under the open offer. As per regulation 17(1) of SAST Regulations,
2011, the acquirer is required to deposit in cash, 100% of the total consideration payable under the open offer
assuming full acceptance of the open offer, in the escrow account before making the public announcement of
the open offer. This ensures that the acquirer has made necessary financial arrangements and has the ability to
implement the open offer. The funds from the escrow account can only be withdrawn after the completion of
the open offer period or payment of consideration to the shareholders who have accepted the open offer,
wh
1) SEBI granted an exemption from making an open offer to the acquirers of TTK Healthcare Limited whose shareholding would increase beyond the threshold limit of 75% due to the target company's share buyback.
2) Normally, an acquisition of shares beyond 75% would trigger an open offer requirement under regulation 11(2) of SEBI Takeover Regulations. However, SEBI exempted this requirement as the increase in holding was due to the company's buyback and not due to any direct acquisition by the acquirers.
3) SEBI's decision provides clarity that a passive increase in shareholding due to a company's buyback would not trigger open offer requirements under the Takeover Regulations
This document discusses various aspects of share capital for companies. It defines shares and their key characteristics such as being movable property. It describes different types of share capital including authorized, issued, paid up, called up, and reserve capital. It explains how companies can issue shares and allot them to shareholders in return for consideration, typically cash but sometimes other assets. It also discusses rules around issuing shares at a discount or premium.
Accounting for issue of shares and loan notesItisha Sharma
The document discusses various aspects of accounting for share capital including:
1) Definitions of types of share capital such as authorized, issued, subscribed, called up, and paid up capital.
2) The process of issuing shares which includes issuing a prospectus, receiving applications, and allotting shares.
3) The nature and classes of shares including preference shares which have preferential rights to dividends and repayment of capital, and equity shares which do not have preferential rights.
4) Journal entries for various transactions related to share capital such as receiving application money, allotting shares, calling capital, and receiving call money.
A project report on ratio analysis at haripriya organic chemical pvt ltdBabasab Patil
1) The document analyzes the long term financing needs and sources for Haripriya Organic Chemical Pvt Ltd, an Indian chemical company. It discusses the company profile, objectives of the study, research methodology, findings and suggestions.
2) Key findings include that the company has low equity capital resulting in high interest costs, financing expenses exceed manufacturing expenses, and fixed assets are underutilized.
3) Suggestions are to increase equity capital, establish own manufacturing to ensure market and survival, and better utilize production capacity.
Fundraising for businesses was an arbitrary practice without any formal guidelines and regulations before Companies Act 2013. Due to lacunae of legal provisions in Companies Act 1956, many a times, corporate with fraudulent mindset have found their way to dupe investors and public of their hard-earned money. It has created many legal disputes and controversies.
Now, new Companies Act and the consequent rules have formally covered all the modes of fund-raising and have tried to fill in the loopholes of old law. Stringent rules and cumbersome compliances are to ensure safeguard of the public money and restrict the malpractices. But these provisions have created confusion in respect of implementation and compliances. The easy availability of funds for businesses in real need has also dried up. MCA must come out some clarification to give breathing time to companies specifically for private companies.
This document provides a summary of recent updates, open offers, and regulatory changes from the January issue of a publication called "Insight".
1) It summarizes an order from the Takeover Panel regarding an application from Kothari Fermentation and Biochem Limited seeking exemption from open offer requirements. The Panel disposed of the application since the company's revival package was still before the BIFR.
2) It provides an interpretive circular from SEBI clarifying the scope of regulation 3(1)(ia) exemption for transfers of shares from venture capital funds to venture capital undertaking promoters.
3) It summarizes a SEBI order imposing a penalty of Rs. 25,000 on IQMS Software Limited
1. Bonus shares are additional shares given to existing shareholders without cost based on their current shareholding. Companies issue bonus shares to capitalize accumulated profits or reserves without needing to pay dividends.
2. Companies may issue bonus shares when they have large reserves but cannot declare dividends due to lack of cash, or to avoid demanding high future dividend rates from shareholders. Bonus shares are issued in a set proportion to existing shares based on a bonus ratio.
3. The process of bonus issue involves board approval, shareholder approval, fixing a record date, allotting shares, and updating shareholder records. Bonus shares benefit both investors through increased holdings and companies through conserving cash.
This document discusses methods of funding acquisitions. It outlines various payment methods like issuing equity or preference shares, debt instruments, or cash. Key challenges with share swaps include determining accurate swap ratios and company valuations. Debt instruments are more likely to be accepted with differential pricing or listing. Cash offers are generally preferred by shareholders. Domestic funding sources include internal accruals, IPOs, rights issues, PE funds, bank/FI loans, and ECBs. Cross-border deals have size and structure peculiarities and are subject to RBI regulations and 400% net worth limits. Foreign exchange can be drawn from AD banks or through capitalization, share swaps, ECBs/FCCBs, A
This document discusses key concepts related to companies in India including:
1) The doctrine of constructive notice which states that anyone dealing with a company is deemed to have read and understood its memorandum and articles of association.
2) Key aspects of a prospectus including the definition and requirements for a document to be considered a prospectus under Indian law.
3) Key differences between preference shares and equity shares in a company.
This document summarizes the prospectus for the initial public offering of 229,654,404 common shares of Century Pacific Food, Inc. at an offer price of ₱13.75 per share. The net proceeds of approximately ₱2.9 billion will be used to repay financial obligations, increase production capacity, and potential acquisitions. The company warns of risks including fluctuations in raw material costs, competition, and general economic conditions in the Philippines. The prospectus provides detailed information on the company, its subsidiaries, the offer terms and structure, and risk factors for potential investors.
This document defines shares and share capital, and outlines the key types of each. It discusses equity shares, preference shares, authorized share capital, issued share capital, subscribed share capital, called-up share capital, and paid-up share capital. The document also describes the procedures for issuing shares, including prospectus, application, allotment, calls on shares, and transfers/transmissions of shares.
Fund Raising: A Ladder for Corporate GrowthFund raisingPavan Kumar Vijay
This document discusses private placement of securities under the Companies Act, 2013. It defines private placement and outlines the types of securities that can be issued through private placement, including preferential shares, redeemable debentures, and redeemable preference shares. It discusses the regulatory framework, including investor limits, pricing requirements, timelines for allotment, and disclosures. It also highlights additional rules for listed companies and preferential allotments. Finally, it discusses some industry concerns regarding conflicts between the Companies Act and SEBI rules as well as FEMA.
The document defines shares and the different types of shares such as ordinary shares and preferred shares. It discusses shareholders' rights and how class rights can be varied. It also covers topics such as prospectuses, share buybacks, and references used. Key points include definitions of shares and shareholders' interests, types of preferred shares, requirements for prospectuses, methods for accounting for share buybacks, and how class rights can be varied with shareholder approval or through the courts.
This document discusses various aspects of issuing shares by a company, including:
1) It defines key share capital terms like authorized capital, issued capital, subscribed capital, called-up capital, and paid-up capital.
2) It describes the types of shares a company can issue and the procedures for issuing shares, including prospectus, application, allotment, calls and accounting entries.
3) It covers concepts like forfeiture of shares, issue of bonus shares, and rights shares.
Primary markets involve the issuance of new securities. There are various types of issues like public issues, rights issues, and private placements. Public issues can be initial public offerings (IPOs) of unlisted companies or further public offerings (FPOs) of listed companies. Rights issues allot new shares to existing shareholders. Private placements issue new shares to select investors. SEBI sets eligibility norms for public issues but not rights or private placements. Eligible companies must meet requirements related to net assets, profits, and net worth. SEBI can provide exemptions from norms. Issuers must follow lock-in periods for promoter shares after IPOs. SEBI reviews public offer documents but not for private placements. Its role is
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.
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
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...
Takeover Panorama November 2012
1. Year VI—Vol XI
TAKEOVER PANORAMA November Edition
A Monthly Newsletter by Corporate Professionals
2. LEGAL
UPDATES
Takeover Exemption Order in the matter of
Hemakuta Industrial Investment Co. Ltd.
Facts:
1. The existing promoters of Hemakuta Industrial
Investment Co. Ltd. (Target Company) holds 5,96,260 Snapshot
equity shares amounting to 47.70% of the paid-up
SEBI relaxes the Acquirer
capital of the Target Company. The equity shares of
from compliances of
Target Company are listed on BSE.
making Open Offer where
2. Mr. Kannan Krishnan Naiker (Acquirer/Applicant) holds
the Acquirers are bringing
3,05,000 shares representing 24.4% of the paid up
funds to revive and
capital of the Target Company. Now the Acquirer
restart the business
proposes to acquire 5,62,500 equity shares
operation of the Target
representing 45% of the paid-up capital of the Target
Company.
Company from its existing promoters which will
increase his shareholding from 24.4% to 69.4%,
resulting into triggering of Regulation 3(1) and 4 of
SEBI (SAST) Regulations, 2011 (Regulations).
3. Accordingly, the Applicant have made an application under Regulation 11(1) of the Regulations
with the SEBI (Board) seeking exemption from the open offer requirement under Regulation 3(1)
& 4 of the Regulations in respect of the aforesaid acquisition.
Grounds of Exemption:
1. Target Company was incorporated in 1940 and it has been scaled down since 1985 when the
account with bank was irregular and bank recovery was filed.
2
TOP
3. 2. The shares of the Target Company has been suspended from BSE since 2002 due to non
compliances;
3. Due to heavy accumulated losses, income tax liability and unavailability of working capital funds
the business of the company has come to the standstill.
4. The original promoters of the company are old and not in a position to infuse the additional
funds in order to revive the company. Further it is not possible to raise funds from the banks or
other investor as the net worth of the company is negative and has no revenue generation.
5. The proposed promoters are financially strong and would be able to bring additional capital and
restart the business operation.
6. The shares will be acquired at a price of Rs. 1 each and will incur total cost of Rs. 7.25 Lakhs.
There will be no adverse loss to the shareholders. If exemption is allowed, the said amount can
be utilized for revival of Target Company
7. The Acquirer does not intend to deprive shareholders from exit opportunity and will make
individual offer to the shareholders of Target Company at a price of Rs. 1 per share. Therefore
exemption is sought only from the procedural requirement of Chapter III and IV of the
Regulations.
8. If pursuant to acquisition from public shareholders, the applicant’s shareholding exceeds the
limit of 75%, the applicant will take necessary steps to facilitate compliance with the provisions
of the Securities Contracts (Regulation) Rules, 1957.
Decision:
SEBI observed that the Applicant is the single largest shareholder of the Target Company and
the combined net worth of Applicant along with his relatives is Rs. 50,88,76,656. The Acquirer
intends to revive the Target Company and will bring additional funds and restart the activity of
Target Company.
Therefore after considering the facts and circumstances of the case, SEBI granted
exemption/relaxation to the Acquirer from making Open Offer subject to the compliances of
following conditions:
1. Acquirer shall appoint a merchant Banker to monitor and supervise the offer.
2. Acquirer will send individual offer to all shareholders by registered post with due
acknowledgement at their address.
3
TOP
4. 3. Offer price shall be in accordance with Regulation 8 of the Regulations or the price at which
the applicant had purchased shares of the target company during August/November 2011,
whichever is higher.
4. Before sending the offer letters, the company shall intimate BSE about his offer and mode of
offer and BSE shall disseminate the same on its website.
5. Acquirer shall make a public notice in two news papers i.e. one in English and one in
Kannada giving the details of the offer.
6. The Open offer shall be completed within 3 months from the date of this order and a
certificate of Merchant Banker shall be submitted to the Board within 7 days from the
completion of offer.
7. Necessary steps shall be taken to comply with Regulation 7(4) of the Regulations.
Takeover Exemption Order in the matter of AIA
Engineering Limited
Facts:
1. AIA Engineering Limited (Target Company/AEL) is a
Snapshot
company incorporated under the Companies Act,
Exemption granted
1956 having its shares listed at BSE and NSE. The
wherein the seller is
shareholding of the promoter group of Target
promoter of Target
Company is 61.65%. As per the disclosure filed to
Company and the
Stock Exchanges, Mr. Bhadresh K Shah (42%),
acquirer is a promoter
Bhadresh K Shah HUF (19.62%), Bhadresh K Shah
group entity of Target
and Gita B Shah (0.01%), Khusali B Shah (0.01%),
Company in which 100%
Bhumika B Shah (0.01%) and Gita B Shah (0.01%)
profit sharing ratio is held
belongs to the promoter and promoter group of the
by promoters of Target
Target Company.
Company.
2. Grey Cast Foundry Works (Acquirer) is a Partnership
Firm. The partners of the firm are Bhadresh K. Shah
(Managing Partner), Bhadresh K Shah (HUF) (Seller)
and Vrindavan Alloys Private Limited (VAPL). -
4
TOP
5. At present, the Acquirer directly does not hold any shares in the Target Company. However, its
partners, Mr. Bhadresh K. Shah, holds 42% shares and Bhadresh K Shah (HUF) holds 19.62%
shares in the Target Company
3. Now the Acquirer proposes to acquire 1,41,48,050 equity shares constituting 15% of paid up
capital from Bhadresh K Shah HUF (out of 19.62% shares held by it) through Block Deals on
Stock Exchange at the market price on date of purchase.
4. The proposed acquisition will increase the shareholding of Acquirer from 0% to 15%, and the
shareholding of Acquirer together with PAC will increase from 42.04% to 57.04%, therefore, the
Acquirer through its partner Bhadresh K Shah, has made an application under Regulation 11(1)
of SEBI (SAST) Regulations, 2011, seeking exemption from the applicability of open offer
requirement under Regulation 3(2) read with Regulation 5(2) of SEBI (SAST) Regulation, 2011
on the following grounds:
Grounds of Exemption:
1. The Target Company is promoted by Bhadresh K Shah and he along with the person acting in
concert holds 61.65% shares of the Target Company.
2. In the Offer Document (November 2005), it has been specifically stated that the Target
Company has acquired the entire business of the Acquirer since December 31, 2004 and all
liabilities and assets of the Acquirer have been taken over by the Target Company. The
association between the Target Company and the Acquirer is old.
3. Vrindavan Alloys Private Limited (a partner of the Acquirer) has also been shown as a promoter
and a promoter group company in the Prospectus dated November 29, 2005. Mr. Bhadresh K.
Shah and his wife are the promoters of the entity and hold 99% in it;
4. The proposed transfer to the Acquirer is a part of the restructuring of shareholding amongst the
family members of the promoter family/promoter group in the Target Company.
5. The proposed acquisition will take place between the seller who is promoter of Target Company
and the acquirer who is a promoter group entity in which 100% profit sharing ratio is held by
promoters.
6. No change in control or management of Target Company.
7. The Target Company, Acquirer, Seller are controlled and promoted by Bhadresh K Shah and
his family members whether directly or indirectly.
8. The exemption available in Regulation 10(1)(a)(ii), (iv) and (v) do not apply for the aforesaid
acquisition.
5
TOP
6. Decision:
SEBI observed that Bhadresh K Shah HUF, one of the promoter, will transfer 15% shareholding
to the Acquirer in whom the promoters of the Target Company are the partners. There is no
fresh acquisition of shares by the promoter group and the pre-acquisition and post acquisition
shareholding of the promoter group would remain the same at 61.65%. Moreover there would
be no change in the management or control of the Target Company as a result of the proposed
transaction.
Considering the above facts and circumstances of the case, SEBI granted exemption to the
Acquirer from the requirement of making Open Offer under Regulation 3(2) of SEBI (SAST)
Regulations, 2011 subject to the condition that if there is any change in the constitution of
partners of the Acquirer, it may attract provisions of SEBI (SAST) Regulations. 2011 and the
acquirer shall comply with other provisions of SEBI (SAST) Regulations, 2011, SEBI (ICDR)
Regulations, 2009, Listing Agreement or any other law as may be applicable.
Consent Order in the matter of Peacock
Industries Limited
SEBI conducted an investigation into affairs relating to dealing in the shares of the Peacock
Industries Limited (Noticee/Target Company/PIL). Investigation revealed that:
1. Dawood Investment Pvt. Ltd. acquired shares of Noticee thereby increasing its shareholding
from 1.25% to 5.76% and made the disclosure under Regulation 13(1) of PIT Regulations and
Regulation 7(1) & (2) of the SAST Regulations with the Noticee. However, the Noticee failed to
disclose the same under Regulation 13(6) of PIT Regulations and Regulation 7(3) of SAST
Regulations to the Stock Exchanges within the stipulated time.
2. Park Continental Limited (PCL) decreased its shareholding from 13.85% to 9.34% in the
Noticee and accordingly made the disclosure under Regulation 13(3) and (5) of the PIT
Regulations but the Noticee failed to disclose the same under Regulation 13(6) to the Stock
Exchanges. Thereafter the shareholding of PCL increased from 9.34% to 10.34% and it made
the required disclosures under Regulation 7(1) of SAST Regulations but the Noticee failed to
disclose the same under Regulation 7(3).
3. PCL again increased its shareholding from 10.34% to 14.29% and disclosed the same under
Regulations 13(3) and (5) of PIT Regulations and Regulation 7(1) of SAST Regulations with
6
TOP
7. Noticee but the Noticee did not disclose the same under Regulations 13(6) of PIT Regulations
and Regulation 7(3) of SAST Regulations to the Stock Exchanges.
Accordingly, adjudicating proceedings were initiated against the Noticee for the alleged
violations. Pending the adjudicating proceedings, the Noticee has filed the consent application
for the settlement of above violations and proposed to pay a sum of Rs. 2,00,000 towards
settlement charges.
The terms as proposed by the Noticee 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 Noticee.
Consent Order in the matter of Peacock
Industries Limited (Dawood Investment Pvt.
Ltd)
SEBI conducted an investigation into affairs relating to dealing in the shares of the Peacock
Industries Limited (Target Company/PIL). Investigation revealed that the shareholding of
Dawood Investment Pvt. Ltd (Noticee) in the Target Company prior to March 26, 2009 was
1,93,300 shares constituting 1.25% of the total paid up capital of the Target Company. On
March 26, 2009, the Noticee acquired 1,93,300 (4.51%) shares thereby increasing its
shareholding from 1.25% to 5.76% but did not make the disclosure under Regulation 7(1) of
SEBI (SAST) Regulations, 1997.
Accordingly, adjudicating proceedings were initiated against the Noticee for the alleged
violations. Pending the adjudicating proceedings, the Noticee has filed the consent application
for the settlement of above violations and proposed to pay a sum of Rs. 1,00,000 towards
settlement charges.
The terms as proposed by the Noticee 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 Noticee.
7
TOP
8. Consent order in the matter of Sharp Trading &
Finance Ltd.
During the examination of offer document filed for the acquisition of shares of Sharp Trading &
Finance Ltd. (Applicant), it was observed that the applicant has delayed in making compliances
under the provision of Regulation 8(3) of SEBI (SAST) Regulations, 1997 for the years 2004,
2006, 2007, 2009 and 2010. Therefore, vide application dated February 01, 2011, the applicant
had proposed to settle the aforesaid delay in making the disclosures on the payment of Rs.
2,50,000 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 of the Applicant.
Consent order in the matter of Sophia Finance
Limited
Sophia Finance Ltd. (Applicant) had delayed in complying with the provisions of Regulation 6(2),
6(4), 7(3) and 8(3) of SEBI (SAST) Regulations, 1997. The applicant have complied the
provision of Regulation 6(2) & 6(3) with a delay of 5011 days, Regulation 7(3) with a delay of
3607 Delays and Regulation 8(3) with a delay of 1130, 765, 3965, 33, 3205, 2840, 2474, 2109,
1744, 1379, 1013, 648 and 283 days for the year ended 1998 to 2010.
Therefore, the Applicant had voluntary filed the consent application to settle the non-compliance
on the payment of Rs. 5,00,000 towards settlement charges. The terms as proposed by the
applicant were placed before the High Power Advisory Committee (HPAC) and on the
recommendation of HPAC, SEBI settle the above non-compliances of the Applicant.
TOP
8
9. Adjudicating Officer Order
Target Noticee Regulation Penalty
Company Imposed/
Decision Taken
Livingroom Lifestyle Gulistan Vanijya Regulation 7(1) read Rs. 45,000
Ltd. [Presently Pvt. Ltd. with 7(2) of SEBI
known as “Chisel & (SAST) Regulations
Hammer (Mobel) 1997 and Regulation
Ltd] 13(1) & (3) of SEBI
(PIT) Regulations, 1992
HINT OF THE MONTH
The Target Company shall be prohibited from fixing any record date for a
corporate action on or after the third working day prior to the
commencement of the tendering period and until the expiry of the
tendering period.
{As substantiated from Regulation 26(4) of SEBI (SAST) Regulations, 2011}
9
TOP
10. Latest Open
Offers
Target Company
Gujarat Gas Company
Limited Triggering Event: SPA for acquisition of 8,35,18,750
(65.12%) fully paid up equity shares and control over
Registered Office
Target Company.
Ahmedabad
Networth of TC
Details of the offer: Offer to acquire 3,33,45,000
Rs. 9121.85 Million
(26.00%) Equity Shares at a price of Rs. 314.17/-
Listed At
per share payable in cash.
NSE, BSE, ASE and VSE
Industry of TC
Gas
Acquirer
GSPC Distribution Networks
Limited (Acquirer), Gujarat
State Petroleum Corporation Target Company
Limited, Gujarat State Yamini Investments
Petronet Limited and GSPC Company Limited
Gas Company Limited
Registered Office
(PACs)
Mumbai
Networth of TC
Rs. 20 Lakhs
Triggering Event: SPA for acquisition of 7,000
(2.92%) fully paid up equity shares and control Listed At
BSE
over the Target Company.
Industry of TC
Details of the offer: Offer to acquire 62,400 Investment
(26.00%) Equity Shares at a price of Rs 15/- per
Acquirers
share payable in cash. Vandana Agarwal
10
TOP
11. Target Company
Firstsource Solutions Limited
Registered Office Triggering Event: SSA for allotment of 22,68,97,444
Mumbai (34.50%) and SPA for acquisition of 9,86,51,064 (15%)
and control over Target Company
Networth of TC
Rs. 1,429.88 Crores
Details of the offer: Offer to acquire 19,84,85,163
Listed At
(26.00%) Equity Shares at a price of Rs. 12.20/-
NSE and BSE
per share payable in cash.
Industry of TC
BPO
Acquirer
Spen Liq Private Limited
Acquirer) along with CESC
Limited (PAC)
11
TOP
12. Regular section
Indirect acquisition of Shares or Control
Indirect Acquisition means acquisition of shares or voting rights or control over the
Target Company by virtue of acquisition of some other company.
Regulation 5 of SEBI (SAST) Regulations, 2011 provides the provisions relating to indirect
acquisition of shares or voting rights or control over the Target Company.
Regulation 5(1) – Indirect Acquisition
Indirect acquisition is define to mean the acquisition of shares of or voting rights in or control
over other entity or company which would enable any person and PACs to exercise or direct
the exercise of voting rights in the Target Company in excess of the limit as prescribed under
SEBI (SAST) Regulations, 2011 or Control over the Target Company which will attract the Open
Offer Obligations.
12 TOP
13. Indirect acquisition under SEBI (SAST) Regulations, 2011
Reg 3(1) - Acquisition of
≥25% shares
0% 25% 75% 100%
Reg 3(2) - Acquisition of >5% in a
financial year
Further, acquisition of control over the target company would trigger the obligation to make open
offer even though there is no acquisition of shares or voting rights.
Regulation 5(2) – Deemed Direct Acquisition
SEBI has come out with a new concept known as Deemed Direct Acquisition. Regulation 5(2)
provides three situations, wherein indirect acquisition would be treated as Deemed Direct
Acquisition i.e. where;
i. the proportionate net asset value of the target company as a percentage of the
consolidated net asset value of the entity or business being acquired; or
ii. the proportionate sales turnover of the target company as a percentage of the consolidated
sales turnover of the entity or business being acquired; or
iii. the proportionate market capitalisation of the target company as a percentage of the
enterprise value for the entity or business being acquired;
On the basis of the latest audited annual financial statements is more than 80%, then such
indirect acquisition will be regarded as Direct Acquisition of Target Company.
Accordingly if any indirect acquisition will be treated as Deemed Direct Acquisition, then all the
provisions of direct acquisition shall be applicable on such acquisition including but not limited to
time for making open offer, pricing and other compliances.
The market capitalisation mentioned in clause (iii) shall be calculated on the basis of the
volume-weighted average market price of such shares on the stock exchange where the
maximum volume of trading in the shares of the target company are recorded for a period of 60
trading days preceding the date on which the primary acquisition is contracted, or the
13
TOP
14. date on which the intention or the decision to make the primary acquisition is announced
in the public domain, whichever is earlier.
Indirect Acquisition
Condition under Reg. Condition under Reg.
5(2) satisfied 5(2) not satisfied
Deemed Direct Indirect Acquisition
Acquisition
Some Major Important provisions related to Indirect Acquisition:
Indirect Acquisition Deemed Direct Acquisition
• Offer Price
Offer Price shall be highest of: Offer Price shall be highest of:
Highest Price paid per share under the Agreement Highest Price paid per share under the Agreement
Volume-weighted average price for acquisition Volume-weighted average price for acquisition
made during preceding 52 weeks earlier of ^ made during 52 weeks preceding date of PA
Highest price paid for acquisition made during Highest price paid for acquisition made during 26
preceding 26 weeks earlier of ^ weeks preceding date of PA
Highest price paid for acquisition between the earlier Volume-weighted average market price for 60
of ^ trading days preceding date of PA
Volume-weighted average market price for 60 Or
trading days preceding date of PA earlier of ^ Other Valuation Parameters - Book Value,
The per share value computed under reg. 8(5) Comparable trading multiples, Earning per share
and other parameters
^ Earlier of:
• date of the primary acquisition
• date on which the intention or the decision to
make the primary acquisition is announced
14
TOP
15. It is to be noted that the offer price shall be increase at
the rate of 10 % per annum for the period on the date
on which primary transaction is contracted or from the
date of the primary transaction being announced in the
public domain, whichever is earlier until the date of
actual Detailed Public Statement in respect of the
target company where such period is more than 5
working days.
• Time for making PA
4 working days from earlier of: On the earlier of:
date on which the primary acquisition is date on which the primary acquisition is
contracted, or contracted, or
date on which the intention or decision to make date on which the intention or decision to make
the primary acquisition is announced in the public the primary acquisition is announced in the
domain.` public domain
• Offer Size
26% 26%
Open Offers made under SEBI (SAST) Regulations, 2012 made pursuant to Indirect
Acquisition:
Target Company Acquisition
ALSTOM T&D India Limited Deemed Direct Acquisition
Schneider Electric Infrastructure Limited Deemed Direct Acquisition
Shree Digvijay Cement Co. Limited Indirect Acquisition
Acme Resources Limited Indirect Acquisition
ESAB India Limited Indirect Acquisition
15
TOP
16. Determination of Person Acting in Concert in the
matter of MAN Industries (India) Limited
About MAN Industries (India) Limited (Target Company)
Incorporated on May 19, 1988, MAN Industries (India) Limited (Target Company) is a leading
manufacturer and exporter of large diameter Carbon Steel Line Pipes for various high pressure
transmission applications for Gas, Crude Oil, Petrochemical Products and Potable Water. The
shares of the Target Company are listed on BSE Limited (BSE) and National Stock Exchange of
India Limited (NSE).
The Target Company was promoted by Mr. J. L. Mansukhani and his two sons Mr. R. C.
Mansukhani “RCM Group” and Mr. J. C. Mansukhani “JCM Group”.
Background of the Transaction:
On June 16, 2010, the Target Company had informed the BSE that its Board of Directors at
meeting held on June 15, 2010, had considered and approved the allotment of 2,50,000 Equity
Shares of Rs. 5/- each at a premium of Rs 30/- per share to Mr. Nikhil Mansukhani, a promoter,
upon conversion of 2,50,000 warrants by way of preferential allotment.
On June 21, 2010, the Target Company informed BSE that Board of Directors at their meeting
held on June 19, 2010 has allotted 10 Lakhs shares of Rs 5/- each at a premium of Rs 30/- per
share to Mr. Nikhil Mansukhani, MS. Anita Mansukhani and JPA Holdings Pvt. Ltd. upon
conversion of 10 Lakhs warrants.
During the quarter ended September 2010, JCM Group made some acquisition of shares from
the open market.
16
TOP
17. Triggering Event:
Pursuant to the allotment of shares on June 15, 2010 and June 19, 2010 and acquisition made
in quarter ended September 2010, the shareholding of promoter group of Target Company
increased from 53.36% to 55.18% i.e. an increase of 1.82% shares, which has resulted into
triggering the Regulation 11(1) read with the proviso to Regulation 11(2) of SEBI (SAST)
Regulations, 1997 (hereinafter called as “SAST Regulations”).
Pursuant to the said acquisition Mr. Nikhil Mansukhani, Ms. Anita Mansukhani and JPA
Holdings Pvt. Ltd (Acquirers/Noticees) were required to make an open offer under the SAST
Regulations. However, the acquirers did not make the open offer and therefore violated the
provisions of SAST Regulations.
Pursuant to the non compliance of the SAST Regulations, SEBI (Board) issued the show cause
notice to the acquirers as to why the proceeding should not be initiated against them.
MAN Industries (India)
Limited
R. C. Mansukhani J. C. Mansukhani
“RCM Group” “JCM Group”
Anita Mansukhani and JPA
Nikhil Mansukhani
Holdings Pvt. Ltd
Submission of the Notices:
The Noticees contended that they were not acting on concert for acquisition of shares of the
Target Company on following grounds:
Mr. Nikhil Mansukhani – Mr. Nikhil Mansukhani submitted that before allotting the shares
against the warrants to him, the Board had satisfied itself that the allotment of shares was within
the permissible limits as specified in the SEBI (SAST) Regulations, 1997. However Mr. J C
Mansukhani and JPA Holdings Pvt. Ltd made some market purchase and did not disclose the
17
TOP
18. acquisition of shares made by him and his associate company. Mr. J C Mansukhani was not
only present at the said meeting of the Board but he was a part of the decision taken by the
Board. As a result, the total shareholding of the promoter group consequent to the said
allotment against conversion of warrants increased to only 54.93% of the total capital of the
company which was well within the permissible limits. However, neither the company nor the
Board meeting where such allotment was made was informed by him of the additional shares
acquired by him. If the Board would have been informed of the said acquisition of shares, the
Board would have approved conversion of lesser number of warrants so as to remain within the
prescribed limits permissible under the regulations.
Ms. Anita Mansukhani and JPA Holdings Pvt. Ltd. – The Noticees stated that they were not
aware that subsequent to the allotment of shares to them, the total promoters’ shareholding
would increased to 55.18% thereby crossing the threshold limit of 55% and that it is duty of the
company and its Board to check the threshold limit before making allotment to them.
They further submitted that there has been serious rift between Mr. R C Mansukhani (RCM) and
Mr. J C Mansukhani (JCM) from October 2009, when Mr. R C Mansukhani attempted to
interfere with and curtail the powers of Mr. J C Mansukhani. The RCM group is in control of the
company and is systematically trying to marginalize the JCM group including the Noticees
herein.
It was further stated that RCM group has willfully and with a view to exert undue pressure on the
JCM group has attempted to expose Mr. J C Mansukhani and JPA Holdings Pvt. Ltd. to
proceedings under the SEBI Act by not filing the requisite disclosures with stock exchanges,
despite the same having been made available to the company.
The relationship between both the groups had deteriorated to such an extent that the JCM
group was constrained to take legal recourse by filing the CLB Petition in October 2010 for relief
against the acts of oppression and mismanagement perpetuated by the RCM group.
Adjudicating Officer Order:
Adjudicating Officer held that if the Noticees had no intention of acquiring more than 55% of the
share capital, then on becoming aware of the violation they could have taken appropriate
corrective action as per law. But there is no document on record to signify such an intention.
This indicates that they wish to continue to hold these shares which have resulted in the
18
TOP
19. promoters’ holding exceeding 55% of the paid up share capital. It was also held that the rift
between the two promoter groups of the Company does not change the liability of the
Acquirers/Noticees.
It was further contended that Mr. J C Mansukhani did not disclose the acquisition of shares
made by him and his associate company a few days earlier to the Company due to which the
conversion of the warrants was approved by the Board and shares were allotted. It is to be
noted that it is the Noticee who had applied for conversion of warrants and the company had
done so. Thus, there is no liability on the company to monitor the promoters’ holdings. The
liability pursuant to acquisition is that of the acquirer.
Therefore after considering all the facts and circumstances of the case, the Adjudicating Officer
imposed a monetary penalty of Rs. 10,00,00,000 on the Noticees for the violation of Regulation
11(1) read with second proviso to Regulation 11(2) of (SAST) Regulations, 1997
Appeal against the order of AO on the following Contentions:
Aggrieved by the order of adjudicating officer, Nikhil Mansukhani filed an appeal before
Securities Appellant Tribunal.
Consideration of Securities Appellant Tribunal (SAT):
While interpreting the definition of Person acting in concert as given under Regulation 2(1) (e) of
SAST Regulations, Hon’ble SAT relied on the following judgments
Supreme Court Decision in the matter of Daiichi Sankyo Co. Ltd.:
“The idea of “person acting in concert” is not about a fortuitous relationship coming into
existence by accident or chance. The relationship can come into being only by design, by
meeting of minds between two or more persons leading to the shared common objective
or purpose of acquisition or substantial acquisition of shares, etc. of the target company.
It is another matter that the common objective or purpose may be in pursuance of an
agreement or an understanding, formal or informal; the acquisition of shares, etc. may be
direct or indirect or the persons acting in concert may cooperate in actual acquisition of
shares, etc. or they may agree to cooperate in such acquisition. Nonetheless, the
19
TOP
20. element of the shared common objective or purpose is the sine qua non for the
relationship of “person acting in concert” to come into being.”
Bombay High Court Order in the matter of K. K. Modi vs. Securities Appellate Tribunal:
“Co-promoter of the target company, by reason of his being a co-promoter cannot be said
to be a person acting in concert with the acquirer who also happens to be one of the
promoters of the Target Company, unless the evidence on record clearly establishes that
the promoters share the common objective or purpose of substantial acquisition of shares
or voting rights for gaining control over the target company with the acquirer.”
Since Mr. J. C. Mansukhani had acquired shares independent of the other shareholders and
was not a person acting in concert. Thus if his acquisition was taken out, the remaining
shareholding of the promoter group works out to only 54.93% i.e. below 55%. Hence, there was
no requirement of making a public announcement as required under regulation 11(1) read with
second proviso to regulation 11(2).
Verdict of SAT:
Hon’ble SAT held that there was sufficient material available on record to show that the dispute
between the two promoter groups is continuing since 2009. Thus it was for the Board to bring
sufficient material on record to show that inspite of conflict among the promoters, the members
of the two groups were acting in concert while acquiring the shares.
Accordingly the Hon’ble SAT set aside the impugned order and remand the matter to the Board
for passing a fresh order dealing with the submissions made by the appellants.
20
TOP
21. Market Updates
Fortis Healthcare raises $510 million through stake sale
Religare Health Trust (“RHT”), of which Fortis Healthcare is the Sponsor, successfully raised
approximately S$510.7 million by listing its units on the Singapore Exchange (“SGX”). Following
the listing Fortis will, through its wholly owned overseas subsidiary, continue to hold 28% stake
in RHT.
Bharti and Wal-Mart plans to form a 50:50 JV
After having 5 years of partnership in whole business with Wal-Mart, Bharti
Enterprise is now is in talks with Wal-mart to form a 50:50 joint venture to roll
out retail outlets in India, following government’s decision allowing 51% FDI
from outside India in multi brands retail segments. The earlier JV established
wholesale cash-and-carry stores and back-end supply chain management
operations in line with GOI guidelines.
Ramky Enviro acquires Entech Industries
Ramky Enviro Engineers, part of Ramky Group, has acquired Australian firm Entech Industries
Pty Limited. Entech is a subsidiary of public-listed technical waste operator Tox Free Solutions
Limited and offers environmental and waste treatment solutions to government and industrial
customers in Australia and China. The acquisition will help Ramky to expand its services to
Indian and multinational customers in Australia and Greater China.
21 TOP
22. PLAY THE QUIZ
TEST YOURSELF
The name of winners of the quiz will be posted on our website Takeovercode.com and will also
be mentioned in our next edition of Takeover Panorama. So here are the questions of this
edition:
Question: 1
What Term is used for public announcement published in the newspapers?
A. Public Announcement
B. Public Statement
C. Detailed Public Statement
D. Detailed Public Announcement
E. Complete Public Statement
Mail your answer at info@takeovercode.com
Question: 2
Whether the amount paid by the acquirer as control premium to the selling shareholder
is required to be offered to the shareholders under the Open Offer?
A. Yes
B. Yes but where it is beyond 25% of the Offer Price
C. No
Mail your answer at info@takeovercode.com
Winners of Quiz – October 2012-edition
1. Anusha
2. Deepak Mishra
3. Ashish lahoti
22
TOP
23. Our TEAM
Divya Vijay
Ruchi Hans Priyanka Gupta
divya@indiacp.com
E: ruchi@indiacp.com priyanka@indiacp.com
D: +91.11.40622248
D: +91.11.40622251 D: +91.11.40622235
Visit us at OUR GAMUT OF SERVICES:-
Investment Banking;
Valuation & Business Modelling;
A venture of Merger & Acquisition;
Tax & Transaction Advisory;
ESOP/ESPS;
Domestic & Cross Border Investment
D- 28, South Extn. Part I New Delhi – 110049 Structuring;
Group Reorganisation;
T: 40622200 F: 91.40622201
Corporate Funding;
E: info@takeovercode.com Issue Management.
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.
23
TOP