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Applicability of the Regulation.

regulations 10, 11 and 12 of these regulations shall apply to: (a) allotment in pursuance of an application made to a public issue: Provided that if such an allotment is made pursuant to a firm allotment in the public issues, such allotment shall be exempt only if full disclosures are made in the prospectus about the identity of the acquirer who has agreed to acquire the shares, the purpose of acquisition, consequential changes in voting rights, shareholding pattern of the company and in the board of directors of the company, if any, and whether such allotment would result in change in control over the company; (b) allotment pursuant to an application made by the shareholder for rights issue, (i) to the extent of his entitlement; and (ii) up to the percentage specified in regulation 11: Provided that the limit mentioned in sub-clause (ii) will not apply to the acquisition by any person, presently in control of the company and who has in the rights letter of offer made disclosures that they intend to acquire additional shares beyond their entitlement, if the issue is undersubscribed: Provided further that this exemption shall not be available in case the acquisition of securities re .....

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ase may be, in such firm should not be less than fifty per cent (50%);] 18[(iv) the acquirer and persons acting in concert with him, where such transfer of shares takes place three years after the date of closure of the public offer made by them under these regulations.] 19[Explanation.-(1) The exemption under sub-clauses (iii) and (iv) shall not be available if inter se transfer of shares is at a price exceeding 25% of the price as determined in terms of sub-regulations (4) and (5) of regulation 20. (2) The benefit of availing exemption under this clause, from applicability of the regulations for increasing shareholding or inter se transfer of shareholding shall be subject to such transferor(s) and transferee(s) having complied with regulation 6, regulation 7 and regulation 8;] (f) acquisition of shares in the ordinary course of business by,- (i) a registered stock-broker of a stock exchange on behalf of clients; (ii) a registered market maker of a stock exchange in respect of shares for which he is the market maker, during the course of market making; (iii) by Public Financial Institutions on their own account; (iv) by banks and public financial institutions as pledgees; 20[(v) t .....

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nt to a scheme: (i) framed under section 18 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986); (ii) of arrangement or reconstruction including amalgamation or merger or demerger under any law or regulation, Indian or foreign; 27[(ja)change in control by takeover of management of the borrower target company by the secured creditor or by restoration of management to the said target company by the said secured creditor in terms of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002);] (k) acquisition of shares in companies whose shares are not listed on any stock exchange. Explanation.-The exemption under clause (k) above shall not be applicable if by virtue of acquisition or change of control of any unlisted company, whether in India or abroad, the acquirer acquires shares or voting rights or control over a listed company; 28[(ka)acquisition of shares in terms of guidelines or regulations regarding delisting of securities specified or framed by the Board;] (l) 29[***] other cases as may be exempted from the applicability of Chapter III by the Board under regulation 4. 30[(1A) For the removal of .....

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the notice board; (ii) full disclosures of the identity of the class of the proposed allottee (s) is made, and if any of the proposed allottee (s) is to be allotted such number of shares as would increase his holding to 5% or more of the post issued capital, then in such cases, the price at which the allotment is proposed, the identity of such person(s), the purpose of and reason for such allotment, consequential changes, if any, in the board of directors of the company and in voting rights, the shareholding pattern of the company, and whether such allotment would result in change in control over the company are all disclosed in the notice of the General Meeting called for the purpose of consideration of the preferential allotment. 2. 2 Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution sub-clause (i) read as under: (i) group companies, coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (25 of 1969) . 3. Substituted for the words Indian promoters by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Reg .....

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19. Substituted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. Prior to its substitution, Explanation read as follows: Explanation.─ The benefit of availing of exemption from applicability of Regulations for increasing shareholding or inter se transfer of shareholding among group companies, relatives and promoters shall be subject to such group companies or relatives or promoters filing statements concerning group and individual shareholding as required under Regulations 6, Regulation 7 and Regulation 8. 20. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 21. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2010, w.e.f. 13.04.2010. 22. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2002, w.e.f. 9-9-2002. 23. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2002, w.e.f. 29-1-2002. 24. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulation .....

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