Corporate Professionals Blog

SEBI, at its Board Meeting held on June 26, 2012 has taken certain important decisions. The gist of the same is given herein below: 1. Platform for E-Voting by Shareholders of Listed Entities Ms. Anjali Aggrawal Vice President +919971673336 anjali@indiacp.com Top 500 listed companies at BSE and NSE based on market capitalization basis, have to now mandatorily provide for e-voting facilities in respect of those businesses to be transacted through postal ballot. 2. Manner of dealing with Audit Reports filed by listed entities In order to enhance the quality of financial reporting done by listed entities, it has been decided to put in place, a mechanism to process qualified annual audit reports filed by the listed entities It has been, inter-alia, decided that:

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.

No. Title Section Provision Penalty for Non - Compliances 1. No. of Designated Partners 7(1) Every Limited Liability Partnership shall have at least two designated partners who are individuals and at least one of them shall be a resident in India. Provided that in case of a Limited Liability Partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners. Explanation.—For the purposes of this section, the term “resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty-two days during the immediately preceding one year. The Limited Liability Partnership and its every partner shall be punishable with fine which shall not be less than Rs...

The Concept of Voluntary Open Offer was not unknown and in the past there are number of Voluntary Open Offers, but there were no separate provisions governing the Voluntary Open Offers in SEBI (SAST) Regulations, 1997. However the New SEBI Takeover Regulations i.e. SEBI (SAST) Regulations, 2011 specifically deals with the Voluntary Open Offer .  “ Voluntary Open Offer ” means Open Offer given by the acquirer voluntarily without triggering the mandatory Open Offer obligations as envisaged under SEBI (SAST) Regulations, 2011. Generally, the purpose of giving Voluntary Open Offer is to consolidate the shareholding.