Corporate Professionals Blog

On March 12, 2007, Mr. Sunil Khaitan, Mr. Krishna Khaitan, M/s Khaitan Lefin Limited (KLL) and M/s Orientale Mercantile Company Limited (OMCL) (Noticees) acquired 13,00,000 equity shares pursuant to conversion of warrants in M/s Khaitan Electricals Limited (Target Company) that has triggered Regulations 10 and 11(1) of SEBI (SAST) Regulations, 2011 requiring open offer to the shareholders of the Target Company. However, the Noticees failed to do so and accordingly, SEBI directed the Noticees to make a combined public announcement under regulation 10 and 11(1) of the SEBI (SAST) Regulations, 1997 and also to pay interest at the rate of 10% per annum.

Case Details:               ZOOM LENS of SEBI order in the matter of M/s Golden Tobacco    Limited Target Company:       M/s Golden Tobacco Limited Acquirers:                  Mr. Pramod Jain and M/s Pranidhi Holdings Private Limited along with the                                   J.P. Financial Services Private Limited (PAC) Industry:                    Tobacco, Cigarettes, Biris        Merchant Banker:    VC Corporate Advisors Private Limited           ...

R ejoices its successful completion of 4 years

Meaning and Purpose: Escrow Account means a bank account which is required to be opened by an acquirer who proposes to make public announcement of offer in pursuance of regulation 3, 4, 5 and 6 of SEBI (SAST) Regulations, 2011. The Regulations have made detailed provisions regarding the Escrow Account. These provisions are contained in regulation 17 of SEBI (SAST) Regulations, 2011. Regulation 17(1) of SEBI (SAST) Regulations, 2011 provides that “Not later than two working days prior to the date of the detailed public statement of open offer for acquiring shares, the acquirer shall create an escrow account towards security for performance of his obligations under these regulations, and deposit in escrow account such aggregate amount as specified. The purpose of these provisions is to ensure that the acquirer has sufficient funds to pay the consideration under the offer and he has secured sufficient financial arrangement. I. Timing of opening of Escrow Account: [Regulation 17(1...

The term Competing Offers refers to an offer given by any other person (Competitor Acquirer) after an offer has already been given by an acquirer to the shareholders of the Target Company to acquire the shares held by them.  E.g. If ‘A’ (Acquirer) has already given an Open Offer in terms of SEBI (SAST) Regulations, 2011 to the shareholders of X Ltd. (Target Company) and subsequently during the relevant period, B (any other person) also gives the similar offer to the shareholders of the Target Company, then offer given by B shall be termed as ‘Competing Offer’ in terms of these regulations. L egal Provision Regulation 20 of SEBI (SAST) Regulations, 2011 deals with the concept of Competing Offer. As per regulation 20 (1), Upon a public announcement of an Open Offer for acquiring shares of a Target Company being made, any person, other than the acquirer who has made such public announcement, shall be entitled to make a public announcement of an Open Offer within fifteen work...

Case Detail:                Zoom Lens of SAT order in the matter of Rakesh Ramniklal Sheth Target Company:       Genus Commutrade Limited Acquirers:                   Rakesh Ramniklal Sheth Industry:                     Finance and Investments Merchant Banker:      NA CASE ABSTRACT: Target Company: Genus Commutrade Limited (GCL) was incorporated in May 1995 as Ganapati Hi-Tech  by Hitesh R Bhatt, Bharat P Bhatt and Ramanbhai M Patel. On December 3,

Case Details: ZOOM LENS: Adjudicating Officer order in the matter of M/s. SKumars.Com Limited Target Company: S Kumars.com Limited Acquirers: Hanumesh Realtors Private Limited (“HRPL”) Industry: Textile Merchant Banker: NA  Case Abstract: