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JAIN(152) DEEPAK JAIN (140)
Previous Year’s Questions
Brief about take over code ( 3 marks ) 2. Explain the provisions of companies act 1956 relating to acquisition mergers. How to ensure that these provisions are complied with at the time of acquisitions mergers. ( 12 marks ) 3. What are the regulations of SEBI relating to acquisitions and mergers. Discuss in brief. ( 6 marks ) 4. What are various defences available against hostile takeover? Give a brief explanation of each by bringing out their advantages disadvantages. ( 12 marks )
It includes: Provisions of Companies Act,1956 Regulations of SEBI Takeover Code
1956 .Provisions of Companies Act.
1956 Mergers and Demergers Reduction in Capital Buy back of Securities .Provisions of Companies Act.
Process of Merger & Acquisition Business Plan Acquisition Plan Search Screening First Contact Negotiation Integration Plan Closing Integration Evaluation .
1956 deals with Compromises. Arrangements and Reconstructions and other related issues through schemes of arrangement approved by the High Courts. .Mergers and Demergers Section 391 – 394 of the Companies Act.
Section 391 The power of high court to approve or disapprove any amalgamation or demerger. Application under section 391 to the high court of the state in which companies registered office is situated. .
there is need to obtain approval from the stock exchange on which companies are registered (as per listing agreement) Note: The SEBI does not have any powers to approve or disapprove an amalgamation or a demerger. .Clause 24(f) Companies Act 1956 In case of amalgamation.
Disclosure of all material information to the creditors and other members. Report of the official liquidator. . Disclosure of all material facts to the high court.Conditions necessary for approval by HIGH COURT Approval by creditors and shareholders.
just and reasonable. Scheme is fair. High court is required to satisfy itself that Proposals are made in good faith. Scheme is not volatile to any law. Notice to Central Government (Section 394A) Powers of high court under section 394 Effective date and appointed date .
policies under the scheme. Allotment by the transferee company of any shares. consequential to the scheme of reconstruction or amalgamation. . debentures. property or liabilities from the transferor company to transferee company.Powers of High Court (Section 394) Transfer of the whole or any part of undertaking. Any legal proceedings pending by or against transferor company Any matters incidental.
Section 396 Power of Central Government to provide for amalgamation of companies in public interest. . Section 396A Preservation of books and papers of amalgamated company.
Application in the High Court iv. Shareholders and Creditors meetings v. Sanction by the High Court vi.Merger & Acquisition In India: Approval of Board of Directors ii. Transfer of assets or liabilities viii. Filing of the court order vii. .Payment by cash and securities i. Information to the stock exchange iii.
reduce its share capital in any way and in particular may— (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up.Special Resolution for Reduction of Share Capital (1) Subject to confirmation by the Court. by a special resolution. (b) either with or without extinguishing or reducing liability on any of its shares cancel any paid-up share capital which is lost. or unrepresented by available assets. a company limited by shares or a company limited by guarantee and having a share capital. or .Sec 100 . if so authorized by its articles. may.
alter its memorandum by reducing the amount of its share capital and of its shares accordingly. pay off any paid-up share capital which is in excess of the wants of the company. if and so far as is necessary.(a) either with or without extinguishing or reducing liability on any of its shares. (2) A special resolution under this section is in this Act referred to as “a resolution for reducing share capital”. . and may.
to the Court for an order confirming. Objections By Creditors. 2)Where the proposed reduction of share capital involves either the diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital. subject to the provisions of sub-section (3):— a) every creditor of the company who at the date fixed by the Court is entitled to any debt or claim which. by petition.Sec 101 . and Settlement of List of Objecting Creditors 1)Where a company has passed a resolution for reducing share capital. would be admissible in proof against the company. it may apply. if that date were the commencement of the winding up of the company. and in any other case if the Court so directs. the following provisions shall have effect. the reduction. shall be entitled to object to the reduction. .Application to Court for Confirming Order.
the Court may. if it thinks fit.b) c) The Court shall settle a list of creditors so entitled to object. dispense with the consent of that creditor. and for that purpose shall ascertain. the names of those creditors and the nature and amount of their debts or claims. and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction. as the Court may direct. where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction. as far as possible without requiring an application from any creditor. the following amount:— . on the company securing payment of his debt or claim by appropriating.
3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital. if. the Court may.if the company admits the full amount of the debt or claim. . or if the amount is contingent or not ascertained. i. though not admitting it. if the company does not admit and is not willing to provide for the full amount of the debt or claim. is willing to provide for it. it thinks proper so to do. then. or. an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the Court. having regard to any special circumstances of the case. ii. the full amount of the debt or claim. direct that the provisions of sub-section (2) shall not apply as regards any class or any classes of creditors. then.
during such period commencing on. or has determined. as is specified in the order. and .Sec 102 . or has been secured. add to its name as the last words thereof the words “and reduced”. it may— a) if for any special reason it thinks proper so to do. that either his consent to the reduction has been obtained or his debt or claim has been discharged.Order Confirming Reduction and Powers of Court on Making Such Order 1) The Court. 2) Where the Court makes any such order. or at any time after. the date of the order. if satisfied with respect to every creditor of the company who under section 101 is entitled to object to the reduction. make an order directing that the company shall. may make an order confirming the reduction on such terms and conditions as it thinks fit.
3) Where a company is ordered to add to its name the words “and reduced”. . until the expiration of the period specified in the order be deemed to be part of the name of the company. those words shall. the causes which led to the reduction. if the Court thinks fit.b) make an order requiring the company to publish as the Court directs the reasons for reduction or such other information in regard thereto as the Court may think expedient with a view to giving proper information to the public and.
with respect to the share capital of the company as altered by the order. (i) the amount of the share capital. 2)On the registration of the order and minute. . and not before. the resolution for reducing share capital as confirmed by the order shall take effect. shall register the order and minute. (iii) the amount of each share. and b) on the delivery to him of a certified copy of the order and of a minute approved by the Court showing. if any. and (iv) the amount. at the date of the registration deemed to be paidup on each share.Registration of Order and Minute of Reduction 1)The Registrar— a) on production to him of an order of the Court confirming the reduction of the share capital of a company. (ii) the number of shares into which it is to be divided.Sec 103 .
3) Notice of the registration shall be published in such manner as the Court may direct. 6) The substitution of any such minute as aforesaid for part of the memorandum of the company shall be deemed to be an alteration of the memorandum within the meaning and for the purposes of section 40 (Alteration of memorandum or articles. 4) The Registrar shall certify under his hand the registration of the order and minute. and his certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with. and shall be valid and alterable as if it had been originally contained therein. . to be noted in every copy). 5) The minute when registered shall be deemed to be substituted for the corresponding part of the memorandum of the company.. and that the share capital of the company is such as is stated in the minute. etc.
then— . in respect of any share to any call or contribution exceeding in amount the difference. if any creditor entitled in respect of any debt or claim to object to the reduction of share capital is. past or present shall not be liable. which is to be deemed to have been paid thereon. as the case may be. if any. to pay the amount of his debt or claim. between the amount paid on the share or the reduced amount.Liability of Members in Respect of Reduced Shares (1) A member of the company. if any. by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his debt or claim. and after the reduction the company is unable. and the amount of the share as fixed by the minute of reduction: Provided that. not entered on the list of creditors.Sec 104 .
as if they were ordinary contributories in a winding up. . and make and enforce calls and orders on the contributories settled on the list. the Court. (2) Nothing in this section shall affect the rights of the contributories among themselves. settle accordingly a list of persons so liable to contribute. and (b) if the company is wound up. on the application of any such creditor and proof of his ignorance as aforesaid.(a)every person who was a member of the company at the date of the registration of the order for reduction and minute. if it thinks fit. shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day immediately before the said date. may.
or (c) A bets or is privy to any such concealment or misrepresentation as aforesaid. or with fine. .Sec-105 Penalty for Concealing Name of Creditor. (b) knowingly misrepresents the nature or amount of the debt or claim of any creditor. Etc If any officer of the company— (a) knowingly conceals the name of any creditor entitled to object to the reduction. he shall be punishable with imprisonment for a term which may extend to one year. or with both.
77AA.Provisions Of Companies Act Relating To Buy Back of Shares (Section 77(1).77B) .77A.
and no company limited by guarantee and having a share capital. or Loans by Company for Purchase. of its Own or its Holding Company’s Share No company limited by shares. unless the consequent reduction of capital is effected and sanctioned in pursuance of sections 100 to 104 or of section 402.Sec 77(1) .Restrictions on Purchase by Company. shall have power to buy its own shares. .
.Power of Company to Purchase its Own Securities (1) Notwithstanding anything contained in this Act. or (ii) the securities premium account. but subject to the provisions of sub-section (2) of this section and section 77B.Sec 77A . or (iii) the proceeds of any shares or other specified securities: Provided that no buy-back of any kind of shares or other specified securities shall be made out of the proceeds of an earlier issue of the same kind of shares or same kind of other specified securities. a company may purchase its own shares or other specified securities (hereinafter referred to as “buy-back”) out of— (i) its free reserves.
(b) a special resolution has been passed in general meeting of the company authorizing the buy-back: Provided that nothing contained in this clause shall apply in any case where— (A) the buy-back is or less than ten per cent of the total paid-up equity capital and free reserves of the company.(2) No company shall purchase its own shares or other specified securities under sub-section (1). if any. . and (B) such buy-back has been authorized by the Board by means of a resolution passed at its meeting: Provided further that no offer of buy-back shall be made within a period of three hundred and sixty-five days reckoned from the date of the preceding offer of buy-back. unless— (a) the buy-back is authorized by its articles.
Explanation. (e) all the shares or other specified securities for buy-back are fully paid-up. .(c) the buy-back is or less than twenty-five per cent of the total paid-up capital and free reserves of the company: Provided that the buy-back of equity shares in any financial year shall not exceed twenty-five per cent of its total paid-up equity capital in that financial year.—For the purposes of this clause. (d) the ratio of the debt owed by the company is not more than twice the capital and its free reserves after such buy-back: Provided that the Central Government may prescribe a higher ratio of the debt than that specified under this clause for a class or classes of companies. the expression “debt” includes all amounts of unsecured and secured debts.
(d) the amount to be invested under the buy-back. (g) the buy-back in respect of shares or other specified securities other than those specified in clause (f) is in accordance with the guidelines as may be prescribed. . and (e) the time limit for completion of buy-back. (c) the class of security intended to be purchased under the buyback. (b) the necessity for the buy-back.(f) the buy-back of the shares or other specified securities listed on any recognized stock exchange is in accordance with the regulations made by the Securities and Exchange Board of India in this behalf. (3) The notice of the meeting at which special resolution is proposed to be passed shall be accompanied by an explanatory statement stating— (a) a full and complete disclosure of all material facts.
where the lot of securities of a public company.(4) Every buy-back shall be completed within twelve months from the date of passing the special resolution or a resolution passed by the Board under clause (b) of subsection (2). that is to say. as may be specified by the stock exchange. or (c) from odd lots. . or (b) from the open market. or (d) by purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity. (5) The buy-back under sub-section (1) may be— (a) from the existing security holders on a proportionate basis. whose shares are listed on a recognized stock exchange. is smaller than such marketable lot.
before making such buy-back. . if any: Provided that no declaration of solvency shall be filed with the Securities and Exchange Board of India by a company whose shares are not listed on any recognized stock exchange. one of whom shall be the managing director. file with the Registrar and the Securities and Exchange Board of India a declaration of solvency in the form as may be prescribed and verified by an affidavit to the effect that the Board has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year of the date of declaration adopted by the Board.(6) Where a company has passed a special resolution under clause (b) of sub-section (2) [or the Board has passed a resolution under the first proviso to clause (b) of that subsection] to buy-back its own shares or other securities under this section. and signed by at least two directors of the company. it shall.
(9) Where a company buy-back its securities under this section.(7) Where a company buy-back its own securities. the date of cancellation of securities. sweat equity or conversion of preference shares or debentures into equity shares. it shall not make further issue of the same kind of shares (including allotment of further shares under clause (a) of sub-section (1) of section 81) or other specified securities within a period of six months except by way of bonus issue or in the discharge of subsisting obligations such as conversion of warrants. it shall extinguish and physically destroy the securities so bought-back within seven days of the last date of completion of buy-back. (8) Where a company completes a buy-back of its shares or other specified securities under this section. the consideration paid for the securities bought-back. it shall maintain a register of the securities so bought. the date of extinguishing and physically destroying of securities and such other particulars as . stock option schemes.
after the completion of the buy-back under this section. the company or any officer of the company who is in default shall be punishable with imprisonment for a term which may extend to two years. .(10) A company shall. or any regulations made under clause (f) of sub-section (2). or with fine which may extend to fifty thousand rupees. file with the Registrar and the Securities and Exchange Board of India. (11) If a company makes default in complying with the provisions of this section or any rules made there under. as may be prescribed: Provided that no return shall be filed with the Securities and Exchange Board of India by a company whose shares are not listed on any recognized stock exchange. or with both. a return containing such particulars relating to the buy-back within thirty days of such completion.
(b) “free reserves” .— (a) “specified securities” includes employees’ stock option or other securities as may be notified by the Central Government from time to time.—For the purposes of this section.Explanation.
.Sec 77AA .Transfer of Certain Sums to Capital Redemption Reserve Account Where a company purchases its own shares out of free reserves. then a sum equal to the nominal value of the share so purchased shall be transferred to the capital redemption reserve account referred to in clause (d) of the proviso to subsection (1) of section 80 and details of such transfer shall be disclosed in the balance sheet.
Prohibition for Buy-back in Certain Circumstances (1) No company shall directly or indirectly purchase its own shares or other specified securities— (a) through any subsidiary company including its own subsidiary companies. or (b) through any investment company or group of investment companies. or (c) if a default. by the company.Sec 77B . redemption of debentures or preference shares or payment of dividend to any shareholder or repayment of any term loan or interest payable thereon to any financial institution or bank. is subsisting. . in repayment of deposit or interest payable thereon.
(2) No company shall directly or indirectly purchase its own shares or other specified securities in case such company has not complied with the provisions of sections 159 (Annual Return). 207 (Penalty for failure to distribute dividends) and 211 (form and contents of balance sheet and profit and loss account. .
Chapter I Preliminary Short title and commencement 1. (a) These regulations shall be called the Securities and Exchange Board of India (Buy Back of Securities) Regulations. (b) These regulations shall come into force on the date of their publication in the Official Gazette. . 1998.
(c) ‘BOARD’ means the Board as defined in clause (a) of sub-section (1) of section 2 of the Act. (ii) whose employee . . exercises control over the company or. 1992 (15 of 1992).Definitions (a) ‘ACT’ :means the Securities and Exchange Board of India Act. officer or employee of another company. (b) `ASSOCIATE’ :(i) who directly or indirectly by himself or in combination with relatives. officer or director is also a director.
including by virtue of their shareholding or management rights or [security holders] or voting agreements or in any other manner. . directly or indirectly.(d) ‘CONTROL’ shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert. 1956 (1of 1956) and buys or intends to buy its own [shares or other specified securities] in accordance with these regulations. (e) ‘COMPANY’ includes a company registered under the Companies Act.
.1956 (1 of 1956) as inserted by [the Companies (Amendment )Act. (h) `MERCHANT BANKER’ means a merchant banker registered under section 12 of the Act. 1992. (g) `INSIDER’ means an insider as defined in clause (e) of regulation 2 of Securities and Exchange Board of India (Insider Trading) Regulations. (i) ‘ORDINANCE’ means [the Companies (Amendment) Act 1999 (21 of 1999)].1999 (21 of 1999)].(f) `COMPANIES ACT’ means `Companies Act.
(l) ‘SECURITIES’ means ‘securities’ as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act. 1997.(j) ‘PROMOTER’ means ‘promoter’ as defined in clause (h) of sub-regulation of regulation 2 of the Securities and Exchange Board of India (Substantial acquisition of shares and Takeovers) Regulations. . (k) ‘REGISTRAR’ means a registrar to an issue and includes specified securities transfer agent registered under section 12 of the Act. 1956 ( 42 of 1956 ).
(m) ‘STATUTORY AUDITOR’ means an auditor appointed by a company under section 224 of the Companies Act 1956 (1 of 1956). . (o) ‘TENDER OFFER’ means an offer by a company to buy back its [shares or other specified securities] through a letter of offer from the holders of the [ shares or other specified securities] of the company. 1956 (42 of 1956). (n) ‘STOCK EXCHANGE’ means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act.
. (2) Notwithstanding anything contained in sub.Chapter II Conditions Of Buy-back Applicability :- (1) These regulations shall be applicable to buy-back of shares or other specified securities of a company listed on a stock exchange.regulation (1) . a company listed on a stock exchange shall not buy back its shares or other specified securities so as to delist its shares or other specified securities from the stock exchange.
.Company may Buy Back its Own [Shares or Other Specified Securities ] METHODS TO BUY BACK THE SHARES BY COMPANY : from the existing shares or other specified securities on a proportionate basis through the tender offer. (iii) from odd-lot holders. from open market through :- (i) book-building process. (ii) stock exchange.
. Any person or an insider shall not deal in securities of the company on the basis of unpublished information relating to buy-back of shares or other specified securities of the company. A company shall not buy back its shares or other specified securities from any person through negotiated deals. whether on or of the stock exchange or through spot transactions or through any private arrangement.
within seven days from the date of passing of the resolution.Special Resolution (sub-section (2) of section 77A of the Companies Act. .) A notice regarding the general meeting for the purpose of passing special resolution should be annexed by explanatory Statement And disclosure as specified in schedule I. A copy of the resolution passed shall be filed with the Board and the stock exchanges where the shares or other specified securities of the company are listed.
) Following conditions should be fulfilled:(a) before making a public announcement under subregulation (1) of regulation 8 a public notice shall be given in at least one English national daily. . one Hindi national daily and a regional language daily.Board Resolution (clause (b) of sub-section (2) of section 77A of the Companies Act. all with wide circulation at the place where the registered office of the company is situated.
within two days of the date of the passing of the resolution.(b) the public notice. where the [shares or other specified securities] of the company are listed. . A copy of the resolution. passed by the Board of Directors at its meeting authorizing buy back of its [shares or other specified securities ]. shall be given within 2 days of the passing of the resolution by the Board of Directors and should contain the disclosures as specified in Schedule I. shall be filed with the Board and the stock exchanges. .
.Chapter III Buy-back Through Tender Offer Buy-back from existing [security holders] on proportionate basis Disclosures The explanatory statement annexed to the notice shall contain the disclosures mentioned in regulation or regulation 5a.
the price and the date of acquisition. Additional Disclosures (a) The maximum price at which the buy-back of [shares or other specified securities] shall be made (b) whether the Board of Directors of the company are being authorized at the general meeting to determine subsequently the specific price at which the buy-back may be made at the appropriate time. (c)If the promoter intends to offer their shares:(i) the quantum proposed to be tendered. . and (ii) the details of their transactions and their holdings for the last six-months prior to the passing of the special resolution for buy-back including information of number of [shares or other specified securities] acquired.
. one Hindi National Daily and a Regional language daily all with wide circulation at the place where the Registered office of the company is situated and shall contain all the material information as specified in schedule II. etc. The company which has been authorized by a special resolution [or a resolution passed by the Board of Directors at its meeting] shall before buy back of [shares or other specified securities] make a public announcement in at least one English National Daily.Filing of offer document.
The public announcement shall specify a date, which shall
be the `specified date’ for the purpose of determining the names of the security holders to whom the letter of offer shall be sent which shall not be later than thirty days from the date of the public announcement. . The Company shall within 7 working days of the public announcement shall file with the Board a draft-letter of offer containing disclosures as specified in schedule III through a merchant banker who is not associated with the company. The draft letter of offer referred to in sub regulation (4) shall be accompanied with fees specified in schedule IV.
The letter of offer shall be dispatched not earlier than
21 days from its submission to the Board under subregulation (4) Provided that if, within 21 days from the date of submission of the draft letter of offer, the Board specifies modifications, if any, in the draft letter of offer, the merchant banker and the company shall carry out such modifications before the letter of offer is dispatched to the security holders. The company shall file along with the draft letter of offer, a declaration of solvency in the prescribed form and in a manner prescribed
The offer for buy back shall remain open to the members
for a period not less than 15 days and not exceeding 30 days.
The date of the opening of the offer shall not be earlier
than 7 days or later than 30 days after the specified date.
The letter of offer shall be sent to the security holders so as
to reach the security holders before the opening of the offer.
. the acceptances per security holder shall be equal to the acceptances tendered by the security holders divided by the total acceptances received and multiplied by the total number of securities to be bought back. The company shall complete the verifications of the offers received within 15 days of the closure of the offer and securities lodged shall be deemed to be accepted unless a communication of rejection is made within 15 days from the closure of the offer. In case the number of securities offered is more than the total number of securities to be bought back by the company.
100 Crores and 10% thereafter.ESCROW ACCOUNT The escrow amount shall be payable in the following manner.25% of the consideration payable. If the consideration payable exceeds Rs.100 Crores . If the consideration payable does not exceed Rs. . 100 Crores 25% upto Rs.
The escrow account referred in sub-regulation (1) shall consist of cash deposited with a scheduled commercial bank or. or a combination of (a).(b) and (c) above. . or deposit of acceptable securities with appropriate margin. bank guarantee in favour of the merchant banker. with the merchant banker.
Where the escrow account consists of bank guarantee. the company shall. . Where the escrow account consists of deposit with a scheduled commercial bank. such bank guarantee shall be in favour of the merchant banker and shall be valid until 30 days after the closure of the offer. as provided in the regulations. empower the merchant banker to instruct the bank to issue a bankers cheque or demand draft for the amount lying to the credit of the escrow account. while opening the account.
. the merchant banker shall be liable to make good any such deficit. these shall not be returned by the merchant banker till completion of all obligations under the regulations. The company shall. empower the merchant banker to realize the value of such escrow account by sale or otherwise and if there is any deficit on realization of the value of the securities. in case the escrow account consists of securities. In case the escrow account consists of bank guarantee or approved securities.
On payment of consideration to all the security holders who have accepted the offer and after completion of all formalities of buy back. if any. . the company shall also deposit with the bank in cash a sum of at least one-percent of the total consideration payable. as and by way of security for fulfillment of the obligations under the regulations by the company. Where the escrow account consists of bank guarantee or deposit of approved securities. the amount. shall be released to the company. guarantee and securities in the escrow.
The Board in the interest of the security holders may in case of non-fulfillment of obligations under the regulations by the company forfeit the escrow account either in full or in part. if any. The amount forfeited under sub-regulation (10) may be distributed pro rata amongst the security holders who accepted the offer and balance. shall be utilized for investor protection. .
.CHAPTER IV BUY-BACK FROM THE OPEN MARKET Buy-back From Open Market 14 (1). (2) The buy-back of [shares or other specified securities] from the open market may be in any one of the following methods: (a) through stock exchange (b) Book Building process. A company intending to buy-back its [shares or other specified securities] from the open market shall do so in accordance with the provisions of this Chapter.
(c) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 8. . Buy Back Through Stock Exchange 15. A company shall buy-back its [shares or other specified securities] through the stock exchange as provided hereunder. (b) The buy-back of the [shares or other specified securities] shall not be made from the promoters or persons in control of the company. (a) The special resolution referred to in regulation 5 [or the resolution passed by the Board of Directors at its meeting as referred to in regulation 5A shall specify the maximum price at which the buy-back shall be made.
(g) The buy-back shall be made only on stock exchanges having nationwide trading terminals (h) The buy-back of [shares or other specified securities] shall be made only through the order matching mechanism except all or none order matching system. (e) A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in schedule IV. . (f) The public announcement shall also contain disclosures regarding details of the brokers and stock exchanges through which the buy-back of [shares or other specified securities] would be made.(d) The public announcement shall be made at least seven days prior to the commencement of buy-back.
Provided that where there is no buy back during a particular period the company and the Merchant Banker shall not be required to publish the details in a national daily. .] (j) The identity of the company as a purchaser shall appear on the electronic screen when the order is placed.(i) The company and the merchant banker shall submit the information regarding the shares or other specified securities bought.back to the stock exchange on a daily basis and publish the said information in a national daily on a fortnightly basis and every time when an additional five per cent of the buy back has been completed.
(b) The company shall appoint a merchant banker and make a public announcement as referred to in regulation 8. (c) The public announcement shall be made at least seven days prior to the commencement of buy-back. Buy-back Through Book Building 17 (1) A company may buy-back its [shares or other specified securities] through the book-building process as provided hereunder: (a) The special resolution referred to in regulation 5 [or the resolution passed by the Board of Directors at its meeting as referred to in regulation 5A shall specify the maximum price at which the buy-back shall be made. .
. (i) The deposit in the escrow account shall be made before the date of the public announcement. (ii) and the provisions of regulation10 shall be applicable. (e) A copy of the public announcement shall be filed with the Board within two days of such announcement along with the fees as specified in schedule IV.(d) Subject to the provisions of sub clause (i). (ii) The amount to be deposited in the escrow account shall be determined with reference to the maximum price as specified in public announcement.
the format of acceptance to be sent by the [security holders] pursuant to the public announcement and the details of bidding centres. (h) The number of bidding centres shall not be less than thirty and there shall be at least one electronically linked computer terminal at all the bidding centres. . (g) The book building process shall be made through an electronically linked transparent facility. (i) The offer for buy back shall remain open to the [security holders] for a period not less than fifteen days and not exceeding thirty days. the manner of acceptance.(f) The public announcement shall also contain the detailed methodology of the book-building process.
. which shall be the highest price accepted shall be paid to all holders whose [shares or other specified securities] have been accepted for buy-back. (k) The final buy-back price. (2) The provisions of sub-regulation (5) of regulation 9 pertaining to verification of acceptances and the provisions of regulation 11 pertaining to opening of special account and payment of consideration shall be applicable mutatis mutandis.(j) The merchant banker and the company shall determine the buy-back price based on the acceptances received.
the public announcement of the offer or any other advertisement.Chapter V General Obligations Obligations of the Company 19. factual and material information and shall not contain any misleading information and must state that the directors of the company accepts the responsibility for the information contained in such documents. brochure. publicity material [or public notice referred to in clause (a) of subregulation (1) of regulation 5A shall contain true. circular. . (a) the letter of offer. (1) The company shall ensure that.
(b) the company shall not issue any [shares or other specified securities] including by way of bonus till the date of closure of the offer made under these regulations; (c) the company shall pay the consideration only by way of cash; (d) the company shall not withdraw the offer to buy-back after the draft letter of offer is filed with the Board or public announcement of the offer to buy-back is made; (e) the promoter or the person shall not deal in the [shares or other specified securities] of the company in the stock exchange during the period the buy-back offer is open.
(2) No public announcement of buy back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act. (3) The company shall nominate a compliance officer and investors service centre for compliance with the buy-back regulations and to redress the grievances of the investors. (4) The particulars of the [security certificates] extinguished and destroyed shall be furnished by the company to the stock exchanges where the [shares or other specified securities] of the company are listed within seven days of extinguishment and destruction of the certificates.
(5) The company shall not buy-back the locked-in [shares or other specified securities] and non-transferable [shares or other specified securities] till the pendency of the lock-in or till the [shares or other specified securities] become transferable. (6) [shares or other specified securities] (7) The company shall within two days of the completion of buy-back issue an public advertisement in a national daily, inter alia, disclosing: (i) number of [shares or other specified securities] bought; (ii) price at which the [shares or other specified securities] bought; (iii) total amount invested in buy-back;
(iv) details of the [security holders] from whom [shares or other specified securities] exceeding one-per cent of total [shares or other specified securities] bought back. (8) The company in addition to these regulations shall comply with the provisions of buy-back as contained in the Companies Act and other applicable laws. . (v) the consequent changes in the capital structure and the shareholding pattern after and before the buy-back. and.
(1) The Board may. Action against intermediaries 21. on failure of the merchant banker to comply with the obligations or failing to observe due diligence initiate action against the merchant banker in terms of Securities and Exchange Board of India (Merchant Bankers) Regulations. . (2) The Board may on the failure of a registrar or a broker to comply with the provisions of these regulations or failing to observe due diligence initiate action against the registrar or the broker in terms of the regulations applicable to such intermediaries. 1992.
cause an investigation to be made in respect of the conduct and affairs of any person associated with the process of buy back. suo-motu or upon information received by it.Chapter VI Penalties and Procedure Power of the Board to order investigation 22. (1) The Board may. . Provided that no such investigation shall be made except for the purposes specified in sub-regulation (2). by appointing an officer of the Board.
namely: (a) to ascertain whether there are any circumstances which would render any person guilty of having contravened any of these regulations or any directions issued there under. (3) An order passed under the sub-regulation (1) shall be sufficient authority for the Investigating Officer to undertake the investigation and on production of an authenticated copy of the order. (b) to investigate into any complaint of any contravention of the regulation. intermediary or any other person.(2) The purposes referred to in sub-regulation (1) are the following. received from any investor. the person concerned shall be bound to carry out the duty imposed in regulation 23. .
What How When .
1956 SEBI ( SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATION.Delisting – Regulatory Framework SEBI(DELISTING OF EQUITY SHARES) REGULATIONS. 1997 . 2009 SCRA[ SECURITIES CONTRACT( REGULATION ACT) 1956] LISTING AGREEMENT COMPANIES ACT.
so as to provide marketability and liquidity to the security holders.What is Delisting? Listing means admission of a • Delisting Company’s securities to the trading platform of a Stock To be able to understand the meaning of delisting. • Listing . Exchange. one has to first understand the meaning of the word “Listing”.
. the securities of that company would no longer be tradable at that stock exchange. To delist means permanent removal of securities of a listed company from a stock exchange. As a consequence of delisting.Delisting “Delisting” is totally the reverse of listing.
2003.Journey From Guidelines To Regulations SEBI Delisting Guidelines. SEBI Delisting Guidelines. 2009. 1998. SEBI (Delisting of Equity Shares ) Regulations. .
.The Salient Features of Regulations are: Public shareholders have been defined as the holders of equity shares other than the a) Promoters and b) Holders of depository receipts issued overseas against underlying shares.
The special resolution passed for the delisting giving exit option to the shareholders will be valid for a period of 1 year within which the final application will be required to be made to the exchange for delisting. in case the company continues to remain listed at any of the exchanges having Nationwide trading terminal i. Not be applicable to sick companies The companies cannot delist their securities from the Exchanges pursuant to buyback and preferential allotment. BSE and/ or NSE or any other Exchange specified in this behalf.e. No shareholders approval. The concept of Specified Date has been introduced. which shall not be later than 30 working days from the date of the Public Announcement. Special Resolution by way of Postal Ballot .
Not mentioned exclusively and separately. . Persons Acting in concert with the Promoter Regulations. Persons Acting in concert with the Promoter . Inapplicability..Separate section is made.2009 Definition.The Public shareholding is the shareholding in a company other than by the Promoters.Comparison Guidelines. holders of Depositors receipts and the custodian thereof are also Included Inapplicability. The exemption is available to the companies which have been declared sick & their reconstruction scheme provides the delisting including the provisions of the exit option to the shareholders.2003 Definition.Along with the Promoters.
given to the exchanges for disposing of the application of delisting. A 30 days time period after the receipt of Application complete in all respect..2003 Shareholders Resolution .2009 Shareholders Resolution -Now the requirement of special resolution for the delisting without Exit route is deleted.Comparison Guidelines.Special resolution to be passed through the shareholders is compulsory. No time limit was prescribed for the exchanges for disposal of the Delisting application filed by the companies. Regulations. . Only public announcement and the disclosure in the first annual report after delisting will suffice the requirement.
2003 Small Companies-No special provisions are there for the small companies.The companies can not be relisted at the exchange for a period of 2 years from the period of delisting.2009 Small CompaniesSpecial provisions under the separate section be given for the small companies and winding up companies. Reinstatement of securities. Regulations.Comparison Guidelines.. Reinstatement of securitiesThe companies delisted voluntarily can not be relisted for a period 5 years and the companies compulsorily delisted can not be relisted for a period of 10 years from the date of delisting .
Types of Delisting Delisting Compulsory Delisting Voluntary Delisting .
but exit opportunity is there .How To Delist ?? Voluntary delisting from all the exchanges. Exit opportunity Compulsory Delisting Delisting Voluntary delisting Voluntary delisting from few exchanges but remains listed on at least one stock exchange having nation wide terminals Small Company (whether listed at any of the Exchanges) No exit opportunity No Bidding.
Compulsory Delisting A recognized stock exchange may. delist any equity shares of a company on any ground prescribed in the rules made under section 21A of the Securities Contracts (Regulation) Act. by order. 1956 .
Highlights of Compulsory Delisting Decision by panel of experts after considering the various parameters given in the regulations. No requirement of going through the reverse book building process. Public notice by the exchange for inviting the representation by the aggrieved persons. Determination of exit price by the independent valuer appointed by the concerned stock exchange. .
its promoters and the companies which are promoted by any of them shall not directly or indirectly access the securities market or seek listing for any equity shares for a period of ten years from the date of such delisting . the company itself. Acquisition of shares by the promoters at fair value. its whole time directors. Where a company has been compulsorily delisted.
1956 (1 of 1956) or make a request to the Registrar of Companies to strike off the name of the company from the register under section 560 of the said Act. . The recognized stock exchange can also file a petition for winding up the company under section 433 of the Companies Act.Special Powers to Stock Exchange Schedule -III The recognized stock exchange can file prosecutions under relevant provisions of the Securities Contracts (Regulation) Act. 1956 or any other law for the time being in force against identifiable promoters and directors of the company for the alleged non-compliances.
Voluntary Delisting VOLUNTARY DELISTING : Voluntary Delisting from all the Exchanges Voluntary Delisting from Few Exchanges But Remains Listed On At Least One Stock Exchange Having Nation Wide Terminals Voluntary Delisting By The Small Companies .
Exit Opportunity shall be given to all the public shareholders holding the equity shares sought to be delisted. the equity shares would not remain listed on any recognized stock exchange having nation wide trading terminals. (Regulation 6 (b)).Highlights of VOLUNTARY DELISTING VOLUNTARY DELISTING FROM ALL THE EXCHANGES: If after the proposed delisting. . The special resolution to be passed by postal ballot shall be acted upon if and only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it.
Highlights of Voluntary Delisting The company shall obtain in principle approval from the concerned stock exchange for the proposed delisting of its equity shares. Public announcement by the promoters. . The promoter appoint a merchant banker. Invitation of bids from the public shareholders through letter of offer for determination of final price [Reverse Book Building] The final offer price shall be determined as the price at which the maximum number of equity shares is tendered by the public shareholders.
Highlights of Voluntary Delisting The offer shall remain open for a minimum period of three working days and a maximum period of five working days during which the public shareholders may tender their bids Post offer Promoter shareholding should reach to either 90% of total paid up capital or minimum 50% of the public shareholding tendered through offer whichever is high. Remaining public shareholder may tender their shares to the promoter upto a period of one year from the date of delisting . The final price need not to be accepted by the promoters.
) two weeks preceding the date on which the recognized stock exchanges were notified of the board meeting in which the delisting proposal was considered.Determination of Floor Price (Regulation 15) Where the equity shares are frequently traded in all the recognized stock exchanges where they are listed. OR B. . the fair price shall be higher of the following: A.) the average of the weekly high and low of the closing prices of the equity shares of the company during the twenty six weeks .
.Voluntary Delisting from Few Exchanges but Remain Listed at One Stock Exchange Having Nation Wide Trading Terminal If after the proposed delisting from any one or more recognized stock exchanges. the equity shares would remain listed on any recognized stock exchange which has nationwide trading terminals. No Exit Opportunity needs to be given to the public shareholders. The company shall disclose the fact of the delisting in the first annual report after delisting. (Section 6 (a)) No need to pass Special resolution by members. The company has to give a public notice of the proposed delisting.
Small Companies Definition A company having paid-up capital of upto one Crore rupees and its equity shares were not traded on any exchange in the one year immediately preceding the date of decision of delisting. OR (Regulation 27 (1)) A company having upto 300 public shareholders and the paid-up value of the shares held by such shareholders is upto one Crore rupees. (Regulation 27 (2)) .
The special resolution through postal ballot and be acted upon if and only if the votes cast by public shareholders in favour of the proposal amount to at least two times the number of votes cast by public shareholders against it. The promoters shall determine the exit price in consultation with the Merchant Banker. . The company shall obtain in principle approval from the concerned stock exchange for the proposed delisting of its equity shares .
Relisting of sick companies In case of Delisted companies who were sick in the past. The company that has been compulsory delisted by the exchange can relist its securities only after a period of 10 years. The sick companies are exempted from the provision of cooling period. can be given opportunity of listing through Restructuring scheme passed by BIFR. .Relisting Cooling period: The company that has voluntarily delisted its securities can relist its securities only after a period of 5 years.
.. Applicability of regulation 8 in case of small companies The extent of the applicability of regulation 8 is not clearly defined in case of delisting by small companies. Non Payment to the shareholders No check by the regulatory authorities on whether the payment has been made to the shareholders or not in case of compulsory delisting. It does not mention the penalties/ consequences in case of defaulting promoters in making the payment of the fixed fair value to the public shareholders.Still Gray Areas……. No time period for the acquisition of shares from the public shareholders has been prescribed in case of compulsory delisting.
it has been defined as“ A transaction or a series of transactions whereby a person acquires control over the assets of a company. Where shares are closely held (i.Takeover.Meaning Takeover refers to the acquisition of one company by another company.e.A. a takeover will generally be effected by agreement with the holders of the majority of the share capital of the company being acquired. by small number of persons). either directly by becoming the owner of those assets or indirectly by obtaining control of the management of the company. In the words of M. . Weinberg.
3) by means of a takeover bid. . Where the shares are held by the public generally the take over may be effected: 1) by agreement between the acquirers and the controllers of the acquired company. 2) by purchase of shares on the stock exchange.
Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeover)Guidelines. Since then many amendments have been made to the regulations. The regulations were amended in 1997 and they finally were implementation. 1997 or TAKEOVER CODE. . Since then the regulations have been known as.Takeover Code The guidelines of the Securities and Exchange board of India (Substantial acquisition of shares and takeover) 1994 was a maiden Indian attempt towards an organized set of laws for regulating takeovers in India.
These regulations also apply to certain unlisted companies including a body corporate incorporated outside India to an extent where the acquisition results in the control of a listed company by the acquirer. listed company. .e.What Do The Regulations Stand For: The objective of the Takeover code is to regulate in an organized manner the substantial acquisition of shares and takeovers of a company whose shares are quoted on a stock exchange i.
Definitions Acquirer. Target company is a listed company whose shares or voting rights are acquired/ being acquired by an acquirer or whose control is taken over or being taken over by an acquirer. ‘Person acting in concert' means individual or companies or other legal entities acting together for a common purpose of substantial acquisition of shares or voting rights or gaining control over a target company in pursuance of understanding or agreement. .Any Individual including the person acting in concert or company or other legal entity acquiring the shares or voting power or control over a target company is known as "acquirer“.
15% or more shares or voting rights of the target company. and (b) Acquisition by a person or two or more persons acting together with common intention. further acquire 5% or more of share capital or voting rights in the same financial year ending on 31st March. Substantial Acquisition-The following for the purpose of these regulation can be considered as substantial acquisition: (a) Acquisition by a person or two or more persons acting together with common intention. who have already acquired 15% or more but less than 55% of share or voting rights. .
Trigger Point For Making Open Offer By "Public Announcement" Acquisition of 15% or more of shares or voting right: Initial Acquisition Acquisition by person already holding >15% but< 55% : Creeping Acquisition Acquisition by person already holding >55% but <75% : Consolidation of holding Acquisition of Control: includes only “Right” to appoint majority of directors /control the management or policy decisions. .
. This can be done by identifying their interest by going through the additional disclosure made in the letter of offer.Public Announcement A Public announcement is generally an announcement given in the newspapers by the acquirer. Under the Takeover Code. The basic purpose of making it compulsory for the acquirer to make a public announcement was to allow the shareholder to have an exit opportunity in case of acquisition or stay in the target company. primarily to disclose his intention to acquire a minimum of 20% of the voting capital of the target company from the existing shareholders by means of an open offer. 1997 as soon as a person acquires or agrees to acquire 15% or more of the shares of a company he shall make a mandatory public offer.
the purposes of acquisition. the offer price. the change in control over the target company. . the identity of the acquirer. which has led to the triggering of the takeover. The other disclosures in this announcement includes: i. iv. The Acquirer is required to appoint a Merchant Banker registered with SEBI before making a PA and is also required to make the PA within four working days of the entering into an agreement to acquire shares. regarding the target company. through such Merchant Banker. if any. if any vii. the procedure to be followed by acquirer in accepting the shares tendered by the shareholders and the period within which all the formalities pertaining to the offer would be completed. the future plans of the acquirer. vi. the number of shares to be acquired from the public. iii. ii. v.
O. along with filing fees of Rs. the Acquirer is required to file a draft Offer Document with SEBI within 14 days of the PA through its Merchant Banker. Acquirer shall send a copy of the draft L. . Along with the draft offer document. 3.000/per offer Document (payable by Banker’s Cheque / Demand Draft). Public announcement (Regulation-14): The public offer shall be made within four working days of the agreement to acquire shares. L. to the target company and all the stock exchange. Filing letter of offer with SEBI (Regulation-18): In pursuance of the provisions of Reg. the Merchant Banker also has to submit a due diligence certificate as well as certain registration details.50. must be dispatched to the share holder with in 21 days from its submission to SEBI.O. 18 of the said Regulations. Appointment of Merchant Banker (Regulation-13) 2.Procedure Involved In Takeover 1.
7. Other obligation of the acquirer (regulation-22): The public announcement shall be made only when the acquirer is able to implement the offer. the acquirer person acting in concert shall not be entitled to be appointed on board of Target Company once he deposit 100% of consideration in the escrow account may be entitled to be appointed on the board of target company after 21 days of public announcement. Minimum offer price (regulation-20) 5. Obligation of the board of target company/merchant banker (regulation-23 & 24): The merchant banks shall have to send a final report to SEBI within 45 days from the date of closure of the offer. . During the offer period. Minimum public offer (regulation-21) 6.4.
. The sole acquirer being a natural person has died. In the event of withdrawal of offer the acquirer of the merchant banks shall make a public announcement in the same news paper in which P. 9. Escrow account (Regulation-28) : The acquires must create an escrow account of 25% of consideration for offer size less than Rs. An acquirer shall have no option to withdrawal a public offer made except under the following circumstances Statutory approvals required have been refused. of offer was published indicating reasons for withdrawal of offer.A.Withdrawal of offer (ReguIation-27): The Shareholder shall have the option to withdrawal acceptance given by him upto 3 working days prior to the date of closure of the offer. 100 crore and 10% for the excess consideration above Rs. 8. The Escrow account shall consist of cash deposited with a scheduled commercial bank. 100 Crores.
10. Competitive bids: Competitive bids is an offer made by a
11. i. ii. iii. iv. v. vi.
person other than the acquirer who has made the first public announcement. The first acquires can revise his offer pursuant to the competitive bid within 14 days. Both acquirers can make upward revision in the price and number of shares till 7 days before the closure of the offer. Penalty : The penalty may befor future of the escrow account directing the person concerned to sell the shares acquired in violation of the regulation and not to further deal in securities Levy of monetary penalties prosecutions proceeding directing transfer of any proceeds to investor protection fund of a stock exchange debarring any person concerned from accessing the capital market or dealing in securities for such a period as may be directed by SEBI Board.
Takeover Code: Share Acquisition in Listed Companies
Substantial Acquisition of Shares
Open Tender offer under Regulation 10 needs to be made if
the Acquirer (along with the PAC) decides to acquire, directly or indirectly, more than 15% of the shares outstanding in a concerned target company. Once an entity has acquired a 15% stake in target company, individually or as part of a group, the entity must make a tender offer for a minimum of 20% of the shares outstanding (not including shares already owned)
.Regulation 11 Consolidation of Holdings Open Tender offer under Regulation 11 (1) needs to be made by Acquirer along with the Person Acting in Concert (PAC) if: Acquirer and PAC already hold > 15% but < 55% of the Voting Capital of Target Company Want to exceed the creeping limit of 5% in a financial year Offer under Regulation 11 (2) needs to be made if the Acquirer along with PAC want to exceed 55% shareholding in the Target Company.
Offer needs to be made irrespective of: Whether or not there has been any acquisition of shares or voting rights in a target company Whether the control is acquired directly or indirectly This regulation is not applicable if the change in control takes place pursuant to a special resolution passed by the shareholders in a general meeting. .Regulation 12 Acquisition of Control Open Tender offer under Regulation 12 needs to be made by the Acquirer and PAC if they want to acquire control over a Target Company.
Takeover Code: Minimum Tender Offer Price and Offer Size .
If shares of the company are frequently traded it shall not be less than the highest of the following : The Negotiated Price under an agreement. The Average of the weekly high and low of the closing prices of the shares of the target company as quoted on the most frequently traded stock exchange during 2 weeks preceding the date of the public announcement. Highest Price paid by the Acquirer during the 26 week period prior to the date of public announcement for acquiring shares of Target Company. if any. . including by way of allotment in a public or rights issue The price paid by the Acquirer under a preferential allotment at any time during the 26 week period up to the date of closure of the offer. The average of the weekly high and low of the closing prices of the shares of the target company as quoted on the most frequently traded stock exchange during 26 weeks preceding the date of the public announcement. triggering the code.
triggering the code Highest Price paid by the Acquirer during the 26 week period prior to the date of public announcement for acquiring shares of Target Company. The Tender Offer shall be made to acquire a minimum of 20% of the voting capital of the target company 15 days after the closure of the offer. book value of shares. The Price paid by the Acquirer under a preferential allotment at any time during the 26 week period up to the date of closure of the offer. EPS. Other parameters including return on net worth. including by way of allotment in a public or rights issue. if any. then it shall not be less than the highest of: The Negotiated Price under an agreement. . If the shares of the company are not frequently traded. price earnings multiple vis-à-vis the industry average.
the acquirer will have to deposit in the escrow account in cash a sum of 50% of the consideration payable under the public offer and also agree to cancel the MOU. Tender Offer under Regulation 11(2A) i. meeting the requirements of minimum public shareholding. Such conditionality should be mentioned in the Public Announcement will not work if offer is triggered pursuant to preferential allotment. To be made latest with 4 working days of decision to consolidate its holding. In such a case.e. The offer can also be made conditional upon minimum level of acceptances from the shareholders. assuming full subscription to the offer. consolidation of holding beyond 55% can be for a minimum of 20% of the voting capital of the company Such other lesser percentage of the voting capital of the company. . enable the acquirer to increase its holding to the maximum level possible 75% or 90%.
Exemption from Regulations 10. 11 and 12 .
Allotment to underwriters which is due to development [Regulation 3(1) (d)] . so long as the same has been mentioned in the Rights Letter of offer and the acquirer is in control of the company. If the acquisition results in any change of control of management. the exemption will not be available.[Regulation 3(1) (a)] Allotment pursuant to Rights issue: [Regulation 3(1) (b) i. Upto the percentage specified in Regulation 11 However the limit under Regulation 11 would not apply to the acquisition of additional shares consequent to under subscription. To the extent of entitlement ii. with full disclosure in the prospectus about the identity and controlling interest of the acquirer.Regulation 3 A firm made allotment in the public issue.
public financial institutions on their own account or by banks and PFIs as pledges. Inter se transfer of shares among qualifying promoters [Regulation 3(1) (e)] Provided that the transferors as well as the transferees have been holding shares in the target company for a period of at least three years prior to the proposed acquisition. market maker. [Regulation 3(1) (f)] Acquisition of shares in an unlisted company [Regulation 3(1) (k)] . Acquisition of shares in the ordinary course of business by a stock broker.
“ Mergers & Acquisitions. Chapter-8 SEBI (Buy-back of Securities) Regulations 1998. Pp: 34-37. 1997. “Prasad G. Godbole”. Godbole”.1956. “ Mergers & Acquisitions.The Icfai University Press” Chapter-16 mergers & acquisitions. 2001. “Prasad G. Chapter-11 SEBI (Delisting of Securities) Guidelines. .Regulatory Control.References Chapter-7 Companies Act. “Prasad G. Godbole”. Merger and Acquisition Process. Godbole”. “Prasad G. Chapter-9 SEBI (Substantial Acquisition and Takeovers) Regulations.The Icfai University Press” .
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