Corporate Professionals Blog

While speaking at a Conference in New Delhi, SEBI Chairman, Mr U.K Sinha said that SEBI is in the process of revamping the SEBI Delisting Regulations. Ms. Anjali Aggrawal Vice President +919971673336 anjali@indiacp.com The Capital Market Regulator has already tightened its waders to refurbish the regime of Indian Capital Market with the intent to control and curb the manipulative practices going on in the market. From the last 2 years, SEBI is making continuous efforts to plug all the ambiguities in the regulatory framework to ensure perspicuity on one hand and to rebuild investors’ confidence in the Capital Market, on the other. SEBI has already revamped the Takeover Code, Minimum Public Shareholding norms etc. Buy-backs and preferential allotments have already been deliberated upon and announced.

Case Details: ZOOM LENS of SAT order in the matter of IP holding Asia Singapore PTE Ltd.and International Paper Company Target Company: The Andhra Pradesh Paper Mills Limited Acquirers: IP holding Asia Singapore PTE Limited (Acquirer) and International Paper Company (PAC) Industry: Paper Merchant Banker: Lazard India Private Limited ( Formerly Lazard Credit Capital Limited) Case Abstract Target Company:   The Andhra Pradesh Paper Mills Limited, a L N Bangur Group Compnay was incorporated on June 29, 1964 as a joint venture between the Government of Andhra Pradesh and Somani Group, to take over Andhra Paper Mills, a concern run by the Government of Andhra Pradesh. The company is one of the biggest integrated paper and pulp manufacturing centers in India and manufactuers produces indispensible writing, printing and copier papers for foreign as well as domestic markets. The shares of the Company are listed on NSE and BSE.

Case Detail:                       Takeover Open Offer of R Systems International Limited Target Company:               R Systems International Limited Acquirer :                            Mr. Bhavook Tripathi Industry:                             Software Development Merchant Banker:             KJMC Global Market (India) Limited Target Company: R Systems International Limited was incorporated on May 14, 1993 as a private limited company under the name R Systems (India) Private Limited and o...

SEBI (SAST) Regulation, 2011 provides that whenever Acquirer acquires the shares or voting rights of the Target Company in excess of the limits prescribed under Regulation 3 and 4, than Acquirer is required to give a Public Announcement of an Open Offer to the shareholder of the Target Company. During the process of making the Public Announcement of an Open Offer, the Acquirer is required to give Public Announcement and publish Detailed Public Statement. The regulations have prescribed the separate timeline for Public Announcement as well as for Detailed Public Statement.  Public Announcement  Detailed Public Statement  Timing of Pubic Announcement

When an acquirer has made an open offer under SEBI (SAST) Regulations, 2011, the acquirer is required to pay consideration for the shares tendered in the open offer. For payment of consideration to the shareholders for the shares tendered by them, the acquirer is given an option under the regulations with regard to the mode of payment of offer consideration. A brief analysis of provisions relating to the mode of payment of offer consideration to the shareholders is detailed below:

Case Details:               ZOOM LENS of SAT order in the matter of Nikhil Mansukhani (MAN Industries (India) Limited) Target Company:         MAN Industries (India) Limited Acquirers:                   Mr. Nikhil Mansukhani Industry:                      Steel –Tubes and Pipes Merchant Banker:        N.A Case Abstract: Target Company:       MAN Industries (India) Limited (MIIL) was incorporated on May 19, 1988 with a project to manufacture Aluminum Extrusions. The main business line of the Company includes manufacturing & coating of Large Diameter Carbon steel pipes, Infrastructure, Realty & Trading. The Company is listed on National Stock Exchange of India.(NSE)