SEBI Informal Guidance SAST and PIT
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DateTitleRegulationRegulation QueryGuidance
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29-August-17Informal guidance in the matter of Accelya Kale Solutions LimitedSEBI (LODR) 201526(6) Senior managers of AKSL had sold the securities of the ultimate parent Company (3 layers above) held by them. The consideration for the sale was to be received in three tranches. The first two tranches were received prior to insertion of Reg 26(6) in SEBI(LODR). However, the last tranche is supposed to be released on the happening of an exit event .i.e. the sale of the ultimate holding company to a third party. The event has been triggered. Whether the receipt of deferred consideration to the indian senior managers of AKSL will fall within the scope of Reg 26(6). Based on the particular facts of the instant case, it was held by SEBI that “deferred consideration” (irrespective of its nomenclature in the sale agreement as “earn-out”) pertains to the third and final tranche of payment of purchase price of those securities which are not of the listed entity. Thus the provisions of Regulation 26(6) may not be attracted in the instant
case.
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23-June-17Informal Guidance in the matter of DLF LimitedSAST3The promoter group comprises of 26 entities of which 11 cumulatively hold 54.08%. The 11 entities are controlled by a single Family trust. Whether the merger of these 11 entities will be exempt from open offer obligations by virtue of regulation 10(1)(d)(iii) of SAST.SEBI has clarified that the applicant would be exempt from open offer obligatioins by virtue of regulation 10(1)(d)(iii) of SAST, subject to approval of the scheme of merger by the Hon'ble High Court
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18-May-17In the matter of KJMC Financial Services Limited under SEBI (SAST) Regulations, 2011SAST3If transfor is exempt under Sub-regulation3 of Regulation 3 of SAST (Whether Acquisition will trigger an open offer )As it is private placement will not trigger an open offer as the shares acquired is less than 5% in one financial year.
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5-May-17Informal Guidance in the matter of Kotak mahindra bank ltd.PIT7(2)(a)Continual Disclosure Requirements - Whether filing of Form C ,In regards to regulation 7(2)(a) is required in case of Bonus share, Shares Received in amalgmation , gift , etc where the consideration is nil. If yes what should be value of transaction.SEBI has clarified that 7(2)(a) states that any transaction above and beyond the prescribed threshold has to be disclosed.The mode of acquisition of disposal is immaterial. The value of security on the day were acquired or disposed are to be taken into consideration for calculating the threshold.
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6-Apr-17Informal Guidance in the matter of Prabhudas Lilladher Pvt LtdPIT2(1)(d)(ii)(j)i) Whether regulation 2(1)(d)(ii)(j) is applicable to the directors of an unlisted market intermediary or his immediate relative or bankers of an unlisted Market Intermediaryi) It may be stated that any company irrespective of being listed or listed may be covered by the defination of "connected person".It is also clarified that the term company in the phrase "director of company or his immediate relative or banker of the company" implies a listed company to which UPSI may pertain.
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ii) Whether certain bonds can also be exempted from the defination subject to no UPSI attrected inherently on such bondsii) It may be stated that exclusion provided from the defination of securities in Regulation 2(1)(i) of the PIT Regulations, is with respect to Mutual Fund units only
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iii) Whether Senior Professional who does not have access to UPSI can request the compliance officer for exclusion as "Designated person"iii) SEBI has clarified that employees and connected persons are designated on the bsis of functional role and not only on seniority. It has been further clarified that the code of conduct applied to all conected persons and not only designated persons.
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iv) Whether Contra Trade would mean a) selling a security within 6 months of its purchase or b) buying the same security within 6 months of its sale.iv) It is clarified that contra trade may be construed as all opposite tradings or reversal of the actual position.
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16-Mar-17Informal Guidance in the matter of Kirloskar Chillers Pvt LtdPIT9i) Whether the promoter requires pre-clearance from the company merely because it is a promoter, even through it has no role in the management of the company or have any access whatsoever to UPSIi) As per clause 6 of Schedule B of PIT regulations pre-clearance is required to be obtained only by "Designated persons" if the value of the proposed trades is above such thresholds as stipulated by the board of directors.Thus only if the promoter is a designated person he/she/it will require pre-clearance.
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ii) Under Regulation 9 and schedule B of the Insider Trading Regulations, whether a compliance officer has the power to reject pre-clearance request for reasons extraneous to the CoC and PIT Regulations? ii)Further, it may be stated that Schedule B of the PIT Regulations casts certain obligations on the Compliance Officer which has to be complied accordingly.THe compliance officer may approve or reject a pre-clearnce request after necessary assesment as per the PIT Regulations and the Code of Conduct.
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6-Mar-17In the matter of M/s Balasore Alloys LimitedICDR72(2) / 78(6) i)Whether the promoters /promoter group of the Company, who are not allottess of the shares paced on preferential basis are under any restriction to transfer or sell their holding of free equity ?i) Regulation 72(2) ICDR Regulations provides the eligibility condition for the promoter(s) / promoter group to be alloted securities on preferential basis.If during the lasat six months preceding the relevant date , any person who is/are part of promoter(s) or promoter group has/have sold his/their shares in the issuer company, all the members of the promoter(s) / promoter group become ineligible for allotment of specified secuirites on preferential basis.
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ii) Whether the expression "pre-preferential shareholding of allottess" used in regulation 78(6) refers only to the shareholding of the "allottees" or also to the entire shareholding of the "promoter group" when all or some of such allottees are part of the Promoter Group ?ii) The expression "pre-preferentail shareholding of allottees" used in regulation 78(6) refers only to the shareholding of allottees and not to the entire shareholding of the promoter(s) / promoter group.
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iii)Whether the "Explanation" mentioned in regulation 72(2) should also be applicable to Regulation 78(6) of SEBI (ICDR) Regulations, 2009 iii) the "Explanation" mentioned in regulation 72(2) would not be applicable to Regulation 78(6) of SEBI (ICDR) Regulations, 2009.
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2-Jan-17In the matter of M/s Cybertech Systems and Software Limited under SEBI(SAST) Regulations, 2011SAST3 & 4 of chapter IIConsolidation of shares by family members that lead to a single entity holding more than 25% of the total shares.Interpretation if :- i) Public annoncment has to be made ii) Whether this leads to acquistion of more than 5% in a financial thus crossing the threshold limit as provide under sub regulation (2) of regulation 3 and 4 of chapter II of takeover regulationsPublic notice will not have to be given and consolidation does not cross the threshlod as same group of promoters and they are holding shares for a period of more than 3 years. The acquirer is required to file a non-applicability report with SEBI in terms of regulation 10(7) of Takeover Regulations.
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22-Dec-16In the matter of M/s Capital Trust limited under SEBI(SAST) Regulations, 2011SAST3(2)Whether the shares to be alloted to ESOP Trust would be taken into consideration as increased number of shares for calculation in relation to Regulation 3(2) of SASTAs the voting rights of the acquiror would increase by more than 5% post the proposed allocation of shares to Trust under ESOP scheme , the acquiror would be under obligation to make a public announcement of an open offer in tems of Regulation 3(2)
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16-Dec-16Informal guidance in the matter of Kesoram Industries LimitedICDR78(2) / 78(3)i) Whether the lock-in period applicable to unlisted OCRPS commences from the date of allotment of OCRPSi) lock in period commences from the date of trading approval
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ii)whether equity shares arising from OCRPS are subject to lock-in periodii)The lock-in period is applicable to the shares
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iii) will equity shares have any additional lock-in periodiii) Approval from recognised stock exchange will be required for transferring converted shares
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25-Nov-16Informal Guidance in the matter of SBI Capital Markets LtdPITClause 10 of Schedule BWhether the restriction on SBICAP or any of its employees , of not executing a contra trade within six months as provided in clause 10 of Schedule B of PIT Regulations, is applicable on securities which are not in their restricted listIf SEBICAP or its employees is a connected person with a listed company and possess or have access to UPSI, such restrictions shall be applicable, while on the other hand where no connection and possession or access to UPSI is ensaged ,there may not be a need to impose restrictions under PIT
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3-Nov-16Informal Guidance in the matter of Fiber Plus Industries LimitedDelisting Regulations4(1)(c)Whether the company is eligible for voluntary delisting under regulation 4(1)(c) of the Delisting RegulationsSEBI has clarified that a company can be delisted only after a period of 3 years has elapsed since the listing of that class of equity shares of a company.As per the facts of this case the company has been listed for a period of more than 3 years , thus is eligible of voluntary delisting.
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2-Nov-16Informal Guidance in the matter of Kotak Mahindra Bank LtdPITClause 3/4/10 of Schedule Bi) Whether the restriction on contra trade by Designated Persons is applicable only in respect of the listed company's own securities or for all listed securities?i) Clause 3 and 4 read along with Clause 10 of Schedule B of PIT Regulations it is inferred that the code of conduct restricts contra trades in those securities of which the UPSI is avalable with the designated persons.
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ii) Whether the guidance provided by SEBI exempting the applicabilty of restrictions on contra trde in respect of Buy back offer,open offers , rights issues , FPOs , bonus , exit offers etc will also be applicable in case of securities subscribed in an IPO.ii) It is clarified that neither PIT regulations nor the guidance note dated August 24, 2015 exempts contra trades in cases of securities subscribed in an IPO.
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1-Nov-16Informal Guidance in the matter of Tide Water Oil Co (India) ltdPIT5(2)(v)Is there any scope under Regulation 5(2)(v) of PIT Regulations or anywhere in PIT to add a condition of "maximum value per share not exceeding a certain amount" along with the specification of number of shares to be purchased during the trading period?SEBI has stated that there is no scope under the regulation 5(2)(v) of the PIT Regulations to add a condition of "maximum value per share not exceeding a certain amount" along with the specification of number of shares to be purchased during the trading plan period.
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17-Oct-16Informal guidance in the matter of Alembic Pharmaceuticals LimitedLODR31(A) (2) & (3)Whether share holders approval will be required for re-classification from promoters category to public category as persons are senior citizens leading their lives and occupations independently and are not connected with any activity of the companyThe company may not be required to obtain approval from shareholders
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12-Sep-16Informal guidance in the matter of KJMC Financial Services LimitedICDR72(2)Gift of shares between husband(Promoter) and wife.Whether the above transfer will be considered as sale as envisaged in ICDR.Transfer by way of gift will be considered as sale as envisaged in the regulation
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24-Aug-16In the matter of Symphony Limited under SEBI (SAST) Regulations, 2011 and SEBI (PIT) Regulations, 2015SAST10(1)(a)(i)If transfer of shares between immediate relatives forming part of the promoter group will fall under takeover regulationsSEBI has clarrified that immediate relatives do not fall under the ambit of this act.
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23-Aug-16Informal Guidance in the matter of Krebs Biochemicals & Industries LimitedLODR31(A)Whether share holders approval will be required for re-classification from promoters category to public category as number of shares held by the promoters are NilThe company may not be required to obtain approval from shareholders.However compliance under section 31A has followed
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12-Aug-16Informal Guidance in the matter of HDFC Bank LtdPITCluase 10 of Schedule BWhether the restriction on HDFC or any of its employees , of not executing a contra trade within six months as provided in clause 10 of Schedule B of PIT Regulations, is applicable on securities which are not in their restricted listIf HDFC or its employees is a connected person with a listed company and possess or have access to UPSI, such restrictions shall be applicable, while on the other hand where no connection and possession or access to UPSI is ensaged ,there may not be a need to impose restrictions under PIT
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2-Aug-16Informal guidance in the matter of Suzlon Energy LimitedSEBI (Listing Regulation)16(1)(c) / 24(5) i) If the net worth of the company for an accounting year is negative , whether under Regulation 16(1)(c) of the Listing Regulation, the net worth test would be required to be considered to determine if any of the subsidiaries of the company are/would be material subsidiaries of the company during the following year ? i) As provided in Regulation 16(1)(c), a listed entity can be guided by either the income criteria or the net worth criteria as mentioned in Regulation 16(1)(c) and may choose to formulate their policy for materiality.
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ii) Whether the company can obtain an omnibus approval of its shareholders , in terms of Regulation 24(5) of the Listing Regulations, during the financial year , permitting the board of directors / duly authorized committee to dispose off the company's shareholding (more than 50% shares) in SPVs (which are material subsidiaries) during the financial year ?ii) The requirements under Regulation 24(5) for passage of a special resolution while disposing off shares in a meterial subsidiary.
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iii) Whether company is required to approach shareholders under Regulation 24(5) of Listing Regulations in the event of shareholding of the company in a material subsidiary is reguced below 50% ?iii) Since the subsidiary is within the control of its parent entity there may not arise any such situation where a further issue of shares or dilution of holding or cessation of control is made without the involvement of the parent entity.
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29-Jul-16In the matter of Kothari Products Limited under SEBI (SAST) Regulations, 2011SAST3If transfor is exempt under Sub-regulation3 of Regulation 3 of SAST (Whether Acquisition will trigger an open offer ) as proposed holding is less than 50 %The transferor will not be exepmt and will have to make an open offer
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1-Jun-16Informal Guidance in the matter of Zenotech Laboratories Ltd. under SEBI(SAST) Regulations, 2011SAST10(1)(a)(ii)Whether the exemption provided under regulation 10(1)(a)(ii) of the Takeover Regulations would be available to a transfer of 20 % between companies of the promoter group.The transferee was named as a promoter in the shareholding pattern filed by the target company only for a period of 1 year and the company needs to be a promoter for a period of 3 years to claim this exemption
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30-May-16In the matter of Ginni Filaments Limited under SEBI (SAST) Regulations, 2011SAST10(1)(a)(iii)Whether the proposed transaction between the promoter group for transfer of equity shares of Target Company, for more than 5% of the paid up share capital in one financial year will qualify for exemption under 10(1)(a)(iii)Although the proposed transaction would trigger an open offer requirement under regulation 3 and 4 of the takeover Regulations,it would qualify for exemption in terms of Takeover Regulation 10(1)(a) , as the same would be a transfer between a company and persons holding not less than 50% of the equity shares of such company.
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18-May-16In the matter of Triveni Engineering & Industries Limited under SEBI (SAST) Regulations, 2011SAST10(1)(a)(iii)Whether the proposed transaction between the promoter group for transfer of equity shares of Target Company, for more than 5% of the paid up share capital in one financial year will qualify for exemption under 10(1)(a)(iii)SEBI clarified that the promoter group shareholinding in the target company is more than 50% and after the transfer it would cross 75% thus it would trigger regulation 3(2) of Takeover Regulations.
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10-May-16Informal guidance in the matter of Beeyu Overseas LimitedSecurities Contract (Regulation) RulesRule 19A (2)Whether the company shall be eligible to get a no objection from SEBI and BSE for the proposed scheme of arrangement where the promoters shareholding will cross 75% limit based on an undertaking to bring it to a level specified by SEBI with one year of listing of shares on the company post-mergerAs per Securites Contracts (Regulations) Rules the company has been mandated to bring the public shareholding to 25% within a maximum period of 12 months from the date of such fall in the manner as specified by SEBI
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2-May-16Informal Guidance in the matter of Indo Thai Securities LtdPIT4(1) / 5Whether an off market transaction can take place between two promoters both having UPSI.Both parties have made a conscious and informed trade decision.Thus such transaction can take place
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20-Apr-16In the matter of M/s Apcotex Industries Limited under SEBI(SAST) Regulations, 2011SAST10(1)(d)(ii) / 10(1)(a)(ii)That the transfer vesting of shares if the target compan y would be exempt from open offer obligations by virtue of regulation 10(1)(d)(ii) & 10(1)(a)(ii)The acquistion would be exempt under regulation 10(1)(a)(ii) as the promoter has been holding shares for period of more than 3 years.
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1-Mar-16In the matter of M/s Capital Trust Limited under SEBI(SAST) Regulations, 2011SAST3(3)Whether the provisions of regulation 3(2) read with regulation 3(3) of SAST would attract open offer obligations for the allottee,pursuant to the conversion of warrants and overall decrease in shareholding of promoter group.The acquirer holds more than 25% of the shares of the company.Further the acquirer through conversiion will increase by 8.23%. Thus comes under ambit of regulation 3(3). SEBI has further clarified that where the change is in individual shareholding of an acquirer, irrespective of change in aggregare shareholding with persons acting in concert, the same will attract regulation 3(2)
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16-Feb-16In the matter of Rajshree Sugars & Chemicals Limited under SEBI(SAST) Regulations, 2011SAST10(2)Whether the exemption provide under regulation 10(2) of the Takeover Regulations is avaliable to the Target Company for conversion the the entire loan amount of Rs12.25 crore on preferentail basis in one go to the promoters of the Target Company though almost two years have elapsed since signing of the Masterr Restructuring Agreemetn.SEBI has clarified that in this case the shares are proposed to be acquired bu the promoters of the Target Company by way of preferential allotment in terms of Master Restructuring Agreement signed by the Target Company with its lenders.Therefore the acquistion would not lead to a change in control over the Target Company.As per Regulation 10(2) of the Takeover Regulations, where acquistion of shares does not lead to change in control in the company, the obligation to make an open offer under regulation 3 shall be exempted
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29-Jan-16Informal Guidance issued in the matter of KPITPITCluase 10 of Schedule BWhether cashless excersise of ESOP for emplyoees who are not designated persons , attracts contra trade restrictions Under PITSEBI has clarified that ESOPs shall not be considered to be trading execpt for the purpose for Chapter III.Thus the execrise of ESOP by any person including desugnated person shall not attract contra trade restrictions.
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25-Jan-16Informal guidance in the matter of LT foods limitedSAST3 & 4Whether the provisions of regulation 3 and 4 of takeover regulations are applicable on the transfer of shares between persons of the promoter group holding more than 50% of the sharesThe proposed acquisition would be exempt from the obligation to make an open offer as the shares have been held for a period exceeding 3 years.However regulation 3(2) of the Takeover regulations would be applicable each time the acquirer crosses creeping acquisition limit of 5%
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9-Nov-15Informal Guidance in the matter of Geetanjali Trading and Investment Private LimitedPITCluase 10 of Schedule BPrior to issuance to PIT regulation the company had entered into activities of pledging and de-pledging of shares within a period of 6 months resulting in a "Contra Trade" in terms of clause 10 of schedule B of the SEBI PIT Regulations, and while in possession of UPSI of the company SEBI stated that creation or invocation of pledge is prohobiyed while in possession of UPSI. However the pledgor or pledgee may demonstrate that the creation of pledge or invocatin was bona fide and prove their innocence under proviso to sub-regulation (1) of Regulation 4 of the regulations.
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21-Oct-15Informal guidance in the matter of Mindtree ltd regarding SEBI (Prohibition of Insider Trading Regulations), 2015PIT2(1)(c)Whether cashless excersise of ESOP for emplyoees who are not designated persons , attracts contra trade restrictions Under PITSEBI has clarified that ESOPs shall not be considered to be trading execpt for the purpose for Chapter III.Thus the execrise of ESOP by any person including desugnated person shall not attract contra trade restrictions.
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14-Oct-15Informal Guidance in the matter of Binani Industries LtdPIT4(1)Whether a person having UPSI can create a pledge of securities in favour of lenders.SEBI has clarified that creation and invocation of pledge is allowed when the trading windows is closed.However the pledgor or pledgee may demonstrate that the creation of pledge was bonafide
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29-Sep-15In the matter of M/s Pudumjee Pulp and Paper Mills Limited under SEBI(SAST) Regulations, 2011SAST10(1)(a)(i)Whether shares bequeated to a trust having a sole beneficiary who is an immediate relavtive is exempt from the open offer regulations?SEBI has clarified that the trust does not qualify as an immediate relative hence the proposed transmission of shares would not be exempt under regulation 10(1)(a)(i).
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29-Sep-15Informal Guidance issued in the matter of Vijay Suraksha Realty LLP(ILDS Regulations)Section 2The company has sought interpretation of the defination of "issuer" which is conflicting with the defination of "debt securities" can the applicant raise find via NCD and list the same on wholesale debt market?SEBI has clarified that it may be interpreted that currently, the defination of issuer as given under ILDS Regulations , does not include an LLP
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18-Sep-15In the matter of M/s Adani Power Limited under SEBI(SAST) Regulations, 2011.SAST10(1)(d)(ii)i) Whether the equity shares alloted by the target company to the members of promoter group, pursuant to a composite scheme of arrangement consume or reduce ,the creeping acquisition limit of 5% ii) Whether the members of the promoter group can acquire additional shares through market purchase in the current financial year under the creeping acquisition limit of 5 % without triggering an open offer.i) the acquistion under composite scheme is already exempt ii) It is further clarified that the promoter and promoter group can acquire further 5% under the creeping acquisition limit irrespective of the shares acquired under the scheme of Arrangement
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8-May-15In the matter of M/s Sequent Scientific Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST3(2)Whether proposed transfer of less than 5% by way pf gift will be considered for the purpose of calculating creeping acquisition limit of 5% under regulation 3(2) of Takeover Regulations.Transfer by gift will attract the regulation 3(2) along with 3(3) as the aggregrate acquistion exceeds 5%.However in this case the gift is between immediate relatives thus is exempt.
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7-May-15In the matter of M/s International Paper APPM Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST3 & 4Have sought no-action letter from SEBI confirming that the proposed transaction would not trigger open offer requirements under regulation 3 and 4 of the Takeover Reguations as the acquirer is a private company incorporated under laws of Singapore.SEBI has stated that the proposed transfer would trigger the open offer requiremnts under regulation3 and 4 of the takeover regulations.
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29-Jan-15In the matter of M/s CIPLA Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST10(5) / 10(6) / 10(7)Whether the proposed transfer of shares between immediate relatives impose an obligation to make an open offer pursuant to the provisions of Takeover Regulations?This transfer would not trigger an open offer obligation as the shareholding post acquition would be less than 25%.
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10-Jan-15In the matter of Welspun Enterprises Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST10(1)(a)(iii)Whether the transaction of purchase of shares by a promoter from a subsidiary company are exempt under regulation 10(1)(a)(iii)As per regulation 10(1)(a)(ii) of the takeover Regulations , one of the pre-conditions for claiming exemption with regard to transfer between promoters is that the entities claimimg exemption from making a open offer should have been named as promoters in the shareholding pattern filed by the target company for not less than three years. In this case thae target company is listed for a period of less than 3 years thus the promoters will have to make an open offer
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31-Dec-14In the matter of M/s Elder Pharamceuticals Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST10(1)(a)(ii)Whether the proposed transaction of shareholding by way of gift would qualify for an exemption in terms of Regulation 10(1)(a)(ii) of the Takeover Regulation.One of the acquirers has not been named as promoter in the shareholding pattern filed by the company in terms of clause 35 of the Listing Agreement or Takeover Regulations.Hence, the exemption under regulation 10(1)(a)(ii) oof Takeover Regulations will not extend to the proposed transfer.
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14-Nov-14In the matter of Geojit BNP Paribas Financial Services Limited regarding applicability of SEBI(SAST) Regulations, 2011SAST2(1)(q)Whether Mr C J George and his wife both promoters of the company , would be deemed to be persons acting in concert in terms of Regulation 2(1)(q) of Takeover RegulationsThey Would be deemed to be persons acting in concert.
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31-Oct-14In the matter of Future Lifestyle Fashions Limited regarding applicability of Regulation 10(1)(a)(ii) of SEBI(SAST) regulations, 2011'.SAST10(1)(a)(ii)Whether the transaction would qualify for exemption in terms of regulation 10(1)(a)(ii)The transfer of shares would not be eligible for exemption as shares have not benn held for a period of more than 3 years.
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12-May-14Request of Jaya Hind Investments Private Limited for 'Interpretive Letter' and 'No-Action Letter' under the SEBI (Informal Guidance) Scheme 2003SAST3(2)If the proposed acquisition of shares that is under 5% of the paid up share capital , will attract SAST provisions.As the quantum of shares intnded to be acquired during the financial year is less than 5% of the total paid up share of the target company, the provisions of SAST would not be attracted.
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24-Jan-14In the matter of Styrosolutions ABS(India) Limited on the applicability of Regulation 10 of SEBI(SAST) Regulations, 2011SAST10(1)(a)(iii)Whether regulation 10(1)(a)(iii) of the Takeover Regulations is applicable to companies that have not been incorporated under companies act, 2013SEBI has clarified that all body corporates come under the ambit of this provision.
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8-Jan-14Informal Guidance in the matter of R Systems International Limited.SAST7(4)The non-public shareholding of the Company has exceeded 75% whether the Acquirer is required to reduce its shareholding in the company by such percentage which would ensure that the non-public shareholding in the company does not exceed 75%The Regulation 7(4) imposes an obligation upon the acquirer to bring down its shareholding , however in this case the promoter holds only 31% of the total sharecapital after the acquisition and does does not come under the ambit of this regulation.
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8-Jan-14Informal Guidance in the matter of Rajkumar Forge LimitedSAST3(2)Whether promoter group together can acquire above stated shares which are not exceeding 5% of the paid up capital of the company by way of off market deals like gift from distant relatives during a financial yearThe promoter group can acquire the shares by way of a gift from the distant relative as the proposed acquistion is not breaching the limit of creeping acquisition of 5%
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22-Mar-13Informal Guidance in the matter of D B Corp LimitedSAST10(1)(a)(i)Whether regulation 10(1)(a)(i) of the Takeover Regulation is applicable to acquisition of shares amoung immediate relativesThe exemption from open offer obligations under regulation 3 and 4 contanied under regulation 10(1)(a)(i) of the Takeover Regulations would extend to the proposed transfer of shares.
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14-Mar-13Informal Guidance in the matter of M/s OCL Iron & Steel LimitedSAST3 / 4 / 5Whether the transfer of all shares in an unlisted company by way of gift to their immediate relative (Brother) who is not directly or indirectly part of the promoter group of target company shall attract the provisions of regulation 3,4,and 5 of SEBI (SAST) Regulation, 2011Although acquistion by immediate relative shall not be exempt under regulation 3 and 4 , In this case by virtue of proposed acquisition the relative would be acquiring indirect control over the target company and thus would attract the provisions of regulation 3 and 4 of SAST
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22-Feb-13Informal guidance in the matter of Aksh optifibre LimitedSAST3(2)Whether the limit of 5% shall be calculated on the present value of shares OR as on 31st March,2012It is clarified that the quantum of acquisition of voting rights for the purpose of regulation 3(2) of the Takeover Regulations,2011 ,shall be computed separately for every acquisition of voting rights based on the paid- up share capital of the target company at the time of acquisition and aggregated for the financial year.
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23-Jan-13Informal guidance in the matter of Weizmann Forex Limited on applicability of Regulation 10'SAST10(1)(a)(ii)Whether shareholding of the proposed transferors in demerged company can be considered for satisfying the criteria of the names appearing in the shareholding pattern for minimum period of three years prior to transfer?As per regulation 10(1)(a)(ii) of the regulation, one of the conditions for claimimg exemption with regard to transfer of shares amoung promoters is that the transferor as well as the transferee should have been holding shares for a period of atleast 3 years. The transferors have been holding shares for a period of more than 3 years thus can claim exemption.
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5-Dec-12Informal Guidance in the matter of Commercial Engineers and Body builders company limitedSAST10(1)(a)(ii)Whether the promoters would be exempt from regulation 10(1)(a)(ii) of the Takeover Regulations who have have held shares for a period of more than 3 years but the company has been listed only for a period of 2 years and thus have made disclosure for only this period.The proposed transfer would not be exempt from the regulation as the company got listed 2 years ago , thus shareholding pattern is only avaliable for 2 years.
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19-Nov-12Informal Guidance to Mr. Sujit Kanoria promoter of Shristi Infrastructure Development Corporation Ltd on the applicability of Takeover Regulations and Delisting RegulationsSAST3(2)The company has served a notice to promoters of the company obligating him or his nominee(s) to buy back shares which would result in increase of promoters shareholding from 50.23% to 95.15%.Whether the acquiror would to exempted to make an open offer pursuant to the Investment agreement .The Agreement contains a 'Buy Back clause'' which cast a obligation on the promoter to buy back the shares.SEBI has clarified that the acquirer can acquire only upto maximum permissible non-public shareholding limit wihile making acquisitiion under regulation 3(2) of Takeover Regulations.As it has been proposed by you that the acquirerr will acquire a total of 90% , which exceeds tha maximum limit.
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28-Aug-12SEBI Informal Guidance Scheme, 2003 in the matter of indirect acquisition of shares in Avon Organics LtdSAST3(1) / 5(1)Whether the proposed tranaction would trigger an ope offer requirement under regulation 3(1) and 5(1) of the Takover Regulations?SEBI has clarified that the proposed tranaction does not lead to any change in control of the compant , thus the proposed transaction will not result in trigger of an open offer obligation under regulation 3(1) and 5(1) of the Takeover Regulations.
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7-Aug-12IDFC Investment CompanySAST2(2) / 3(2) The promoters along with the PE (Private Equity Investors) want to give an exit opportunity to the public shareholders and delist the company.In view of the above the promoter wants a interpretation whether the promoter and PE investors would be regarded as PAC for the purpose of DelistingSEBI has clarified that the PE investors would agree to finance the promoters to acquire shares in the delisting offer which would be nothing but a direct co-operation for acquisition of shares of the company.Hence the PE Investors would be treated as PAC with the promoters for the purpose of Takeover as well as Delisting.
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3-Aug-12Informal Guidance issued in the matter of Alok Industries LtdSAST3(2)The company has sought interpretation for calculating the 5% creeping acquisition limit.For calculating the 5% creeping acquisition limit, as specified under regulation 3(2) of the Takeover Regulations, only gross acquisition shall be taken into account. Any intermi
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3-Aug-12Informal Guidance issued in the matter of Multi Commodity Exchange of India LimitedICDR Regulations2(1)(m) / 37Whether the employees of the company who have received shares pursuant to the ESOP Scheme and who have ceased to be the employees of the company as on the date of allotment of shrares , would be consideres as emplyoees for the purpose of exemption from one year lock-in under Regulation 37(a)i) SEBI has clarified that any person who ceased to be in the employment of the company as on date of allotment of shrares is not considered as employee and would not be exempt from the lock-in-period
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ii) Whether ex-employees of the company who have been offered ESOP in the previos issue , will be considered as employees ?ii) The ex-employees would not be considered as 'employees' and would not be exempt from the lock-in-period
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10-Jul-12Informal Guidance in respect of takeover regulations by M/s R Systems International LimitedSAST20(1)Confirmation of the understanding that the size of the competing offer cannot be for atleast 26%In the event of a competing offer under regulation 20(1), the same shall be for such number of shares which, when taken together with shares held by such competing acquirer along with the persons acting in concert with him, shall be at least equal to the holding of the original acquirer.All provisions of the takeover regulation,2011 shall apply to evey competing offer.
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26-Apr-12Informal Guidance regarding applicability of Takeover Regulations in the matter of IDBI Trusteeship Services LimitedSAST29i) Whether the requirement of disclosure of acquistion and disposal under Regulation 29 which is not appliable to a scheduled commercial bank or public financial institution as pledgee in connection with pledge of shares for securing indebtedness in th eordinary course of business is also not applicable to IDBI Trusteeship Service Limited if it is in its capacity as Trustee or agent holding the shares.i) SEBI has clarified that there is no express provision in the Takeover Regulations providing exemption to 'Debenture Trustees' acting as custodian/agent for the pledged shares on behalf of the lenders.Therefore, in the absence of such a provision , you are required to be governed by the relevant provisions of the Takeover Regulations, 2011.
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27-Mar-12Informal Guidance Issued in the matter of Khaitan Electricals LimitedSAST3(2)Can promoters further acquire 5% additional shares as per regulation 3(2) of the Takeover Regulations in each financial year till reaching 75% of the share capital of the company/Pursuant to the acquisition, the shareholding of the Acquirer should not breach the maximum public shareholding limit.
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17-Feb-12Informal Guidance Issued in the matter of Strides Arcolab LimitedSAST72(2)Whether the transfer during the preceding 6 months will be considered as sale as envisaged in Regulation 72(2) of ICDR thereby making the promoter ineligible to subscribe to preferential allotmentWhere any person belonging to promoter or promoter group has sold his equity shares to the issuer during the six months preceding the revelant date, the promoter(s) and promoter group shall be ineligible for allotment of specified securities on preferentail basis
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