Corporate Professionals Blog

SEBI, with the intent of investor protection and enabling them to take better and well informed investment decisions, has vide its Circulars dated 25th May 2016 and 27th May 2016 brought in certain amendments to the LODR Regulations (primarily Regulations 33 & 52). These Regulations pertain to the requirements of submitting Financial Results of the Company. As per the extant provisions, alongwith the Audited results for the financial year, Form A/ Form B were needed to be submitted, depending upon there being any Auditors’ Qualifications or not. Now, vide the above mentioned Circulars, it has been decided to streamline the process and do away with the requirement of filing these Forms. The listed Companies are now required to disseminate the cumulative impact of all the audit qualifications in a separate format, simultaneously, while submitting the annual audited financial results to the stock exchanges. The provisions of the said Circulars are applicable...

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...

Do you want to own an online Shop? If yes, then, go ahead with starting online business in India. These days’ people are so busy in their lives, that they don’t have time to go out for shopping daily needs. Online businesses have an advantage over businesses in the real world. They all have 13 inch monitors as our windows to the customer. The idea is to start an online daily needs store like online Big Bazaar including grocery products, bathing products, etc. Advantages of doing Business Online in India Mr. Manoj Kumar Vice President +919910688433 manoj@indiacp.com Costs:  One of the biggest advantages of doing business online is the savings that can be achieved by both consumers and businesses. Reducing gas consumption, paper use and employee time are just some of the cost-saving benefits e-commerce provides. Maintaining websites is getting less expensive with tools available that anyone with a computer can easily learn to use.

Facts: Ambattur Enterprises Limited a company listed at Madras Stock Exchange filed an appeal with SAT against the SEBI order of rejecting the Exemption Application filed by the Company claiming exemption from provisions of Regulations 8(1)(b), 27(3)(d) of SEBI (Delisting of Equity Shares)  Regulations,  2009. Hon’ble SAT set aside the impugned order passed by the Board and remitted the case to the Board for passing a fresh order in accordance with law giving reasons in support of its conclusions. Company filed Exemption Application on the following grounds: NIL trading activity since 1995 at MSE (the only Exchange where the Company is listed). Inability of the promoters to off load their shareholding to comply with the requirement of Clause 40A of the listing agreement. The public shareholders held 17.66 % of the capital being only 32 in number.

SEBI in the year 2002 constituted a committee on delisting of shares to inter-alia examine and review the conditions for delisting of securities of companies listed on recognized stock exchanges and suggest norms and procedures in connection therewith. The Report of the Committee was considered and accepted by SEBI Board. Pursuant to the same, SEBI vide Circular SMD/Policy/CIR – 7/ 2003 dated February 17, 2003 issued the SEBI (Delisting of Securities) Guidelines, 2003. Later in the year 2006 SEBI circulated the concept paper on new regulations which were finally published on 10th June, 2009 as SEBI (Delisting of Equity Shares) Regulations, 2009. Ms. Mohini Varshney Assistant Vice President +919971673332 mohini@indiacp.com The salient features of the said new Regulations are: Public Shareholders to be given an exit option if the company or its promoters propose to delist its securities from all the stock exchanges on which they were listed. However, no exit opportunity ...