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TMI BlogMaster Circular for Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”)X X X X Extracts X X X X X X X X Extracts X X X X ..... ction taken or purported to have been done or taken including any enquiry or investigation commenced or show cause notice issued in respect of the circulars specified in Annexure-V, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular. 4. This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in. Yours faithfully, Yogita Jadhav General Manager Division of Policy and Development Corporation Finance Department Phone +91-022-26449583 Email : [email protected] * Other Stakeholders for the purpose of applicability of this master circular includes Depositories and Depository Participants, Clearing Corporations, Registrars to the Issue, Stock Brokers, Acquirers, Sellers etc. to whom specific provisions of this circular are applicable. List of Abbreviations BO Beneficial Owner CC Clearing Corporations CM Clearing Member DP Depository Participant DPS Detailed Public Announcement ECS Electronic Clearing Service EPS Earnings Per Share FCD Fully Convertible Debentures FI Financial Investor FII Foreign Institutional Investor FVCI Foreign Venture Capital Inves ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares and takeovers. 2. The intent behind the disclosures is to ensure that investing public is not deprived of vital information. Further, full disclosure of information material to investors' decisions is the most important means for ensuring investor protection. Investors are, thereby, better able to assess the potential risks and rewards of their investments and, thus, to protect their own interests. 3. Accordingly, Takeover Regulations have specified the following reports / disclosures to be filed under various provisions contained therein- i. Format under sub-regulation (5) of Regulation 10 with respect to intimation to Stock Exchanges in respect of acquisition under Regulation 10; ii. Format under sub-regulation (6) of Regulation 10 with respect to report to be submitted to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for under Regulation 10; iii. Format under sub-regulation (7) of Regulation 10 with respect to report to be submitted to SEBI in respect of any acquisition made in reliance upon exemption provided for under Regulation 10; iv. Format under sub-regulation (6) of Regulation 18 with respect to disclosure to Sto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... timate lender such as banks, NBFCs, etc. In case of issuance of debentures, name of the debenture issuer shall be captured in the depository system. iii. The depositories shall capture the reasons for encumbrances in the depository system. 4. For the purpose of dissemination of this information- i. The depositories shall provide information to the stock exchanges for the transactions recorded in the depository system. ii. The stock exchanges shall consolidate the information received from both the depositories and disseminate the same on their websites as per the formats specified by SEBI. iii. The stock exchanges shall also devise an appropriate mechanism for dissemination of disclosures under SDD in a simple readable pdf format. iv. Reconciliation of data shall be conducted by listed companies, stock exchanges and depositories at least once in a quarter or immediately whenever any discrepancy is noticed. 5. The aforesaid requirement has come into effect from July 1, 2022. Chapter 4: Procedure for tendering of shares and settlement through stock exchange4 1. The Takeover Regulations facilitates tendering of shares by the shareholders and settlement of the same, throu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ails and bank details including IFSC code. 4. The cumulative quantity tendered shall be made available online to the market throughout the trading session at specific intervals by Stock Exchange providing acquisition window during the tendering period on the basis of shares transferred to clearing corporation using early pay-in mechanism. Changes in respect of Intra Depository - Tender Offer Instructions (within Depository) 5. The lien shall be marked in the depository system by the Depositories in the Beneficial Owner's Demat Account for the shares offered in tender offers. 6. Details of shares marked as lien in clients' demat account shall be provided by respective Depositories to Clearing Corporations (CC). 7. Details in respect of shareholder's entitlement for tender offer process shall be provided to Clearing Corporations by Issuer / Registrar to an Issue and Share Transfer Agent (RTA) handling respective tender offer. 8. Clearing Corporation will cancel excess blocked securities and securities shall become free balance in shareholder's account. 9. On settlement date, all blocked shares mentioned in accepted bid shall be transferred to Clearing Corporati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions shall make necessary changes in their system and ensure timely updation of the processes, as and when required. Finalisation of basis of acceptance 1. In case of offer under the Takeover Regulations, the Merchant Banker to the offer shall finalize the basis of acceptance of the shares depending upon the level of acceptances received in the offer. Execution of trades and settlement 1. Acquirer will transfer the funds pertaining to the offer to clearing corporation's bank account. Clearing Corporation will then settle the trades by making direct funds payout to shareholders. If shareholders bank account details are not available or if the funds transfer instruction is rejected by RBI/bank, due to any issue then such funds will be transferred to the seller broker's settlement account for onward transfer to shareholder. 2. The seller broker would then issue contract note for the shares accepted in the offer. Tendering of Locked in-shares 1. For shares which are locked-in, the selling shareholder can tender the shares through off-market. Disclosures 1. Additional disclosures required in Detailed Public Statement, Letter of Offer for Takeover Regulations: a. Name ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ities in physical form7 1. Shareholders holding securities in physical form are also allowed to tender shares in open offers. However, such tendering shall be as per the provisions of the Takeover Regulations. Chapter 8: Exemption Application for cases involving Trust as Acquirer8 1. SEBI receives a number of applications pertaining to transfer of shares from promoters to Trusts which are referred to the panel of experts (Takeover Panel) as per Regulation 11(5) of the Takeover Regulations. Based on the recommendations of the Takeover Panel, SEBI had passed orders granting / not granting exemption to the applicants. In such cases, grant of exemption were considered if the following conditions were met by the applicants, expressly in trust deed: i The Trust is in substance, only a mirror image of the promoters' holdings and consequently, there is no change of ownership or control of the shares or voting rights in the target company. ii Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries; iii The beneficial interest of the beneficiaries of the trust has not been and will not in the future, be transferred, assigned or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies in relation to the provisions of the SEBI Act and all regulations framed thereunder. 4. The Takeover Panel and SEBI will continue to scrutinize exemption application based on the above conditions. It is further clarified that while the above conditions / undertaking are broad and general in nature, compliance with the above conditions does not guarantee automatic exemption from open offer and all applications will be considered by the Takeover Panel and SEBI on a case to case basis. However, the processing time of applications where the above conditions are compiled could be significantly faster. Chapter 9: Standard Format of Application under Regulation 11(1) of the Takeover Regulations9 1. In order to ensure uniformity of disclosures in exemption applications under Regulation 11(1), a standard format for filing of application as specified under Regulation 11(3) has been provided. 2. The instructions and details in this regard are given at Annexure-III of this master circular. Chapter 10: Publication of Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites10 Publication of Investors Charter 1. All the registered Merchant Bankers are advised ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... get Company (TC) 4. Details of selling shareholders, if applicable Name Part of promoter group (yes/no) Details of shares/ voting rights held by the selling shareholders Pre transaction Post Transaction Number of shares %(*4) Number %(*4) Selling shareholder 1 Selling shareholder 2 5. Target Company ● Name ● Exchanges where listed 6. Other details ● A paragraph stating that details of the open offer would be published shortly in the newspaper vide a Detailed Public Statement. Indicate the date by which the same will be released. ● Undertaking from the Acquirer stating that he is aware of and will comply with his obligations under the Takeover Regulations and has adequate financial resources to meet the Offer obligations. ● In case of a competing offer, refer to and give details of the original bid (name of acquirer, number of shares proposed to be acquired, mode of payment and offer price). Issued by Manager to the offer On behalf of Acquirer Place: Date: NOTES: (*1) I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9679; In case the acquirer is a corporate entity, financials based on the latest audited consolidated financials (wherever available else standalone) in the below mentioned format - The subsequent certified financial data should also be disclosed so that the financials are not older than six months from the date of Detailed Public Statement. [Interim unaudited financials to be subjected to limited review by auditors.] Parameter FY 1 FY 2 FY 3 Total Revenue Net Income EPS Net worth / Shareholder' Funds [Financials to be presented in respective GAAP/ Currency] Note: ● Any financials not in INR to be presented in original currency and also to be translated to INR (convenience translation) ● In case of an Acquirer being an Individual, Net worth certificate from a Chartered Accountant may be obtained and details thereof to be provided. ● Any other details considered relevant by the Manager. B. Details of Sellers, if applicable: ● Nature of entity (whether private limited, public limited company or individuals etc). ● Name (Cur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It may be indicated that if no such disclosure is given, the acquirer is prohibited from disposing the assets of TC / or of its subsidiaries for a period of two years, other than by taking approval of shareholders of TC through special resolution in terms of Regulation 25(2). F. If Acquirers' stake after the open offer goes beyond the maximum permissible non-public shareholding under the Securities Contracts (Regulation) Rules 1957 (SCRR), disclose the undertaking to reduce his shareholding to the level and within the time specified in SCRR. II. BACKGROUND TO THE OFFER a) Details of acquisition that triggered the offer - i.e. indicating type of acquisition whether SPA, SSA, Indirect Acquisition, Open market purchase etc and its details. b) Mode of payment of consideration whether through cash or non cash. c) State clearly the Object and purpose of acquisition and strategic intent and future plans with respect to the target company. III. SHAREHOLDING AND ACQUISITION DETAILS The current and proposed shareholding of the Acquirer and PAC in TC and the details of their acquisition are as follows: Details Acquirer PAC 1 PAC 2 No. % No. % No. % ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat regard. ● Incorporate a specific statement that no other statutory approvals other than the one mentioned above are required for this purpose. ● Disclose that in case of non receipt of statutory approvals within time, SEBI has the power to grant extension of time to acquirer for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI. ● Disclose the conditions stipulated in the underlying agreement, meeting of which are outside the reasonable control of acquirer, and in view of which the offer might be withdrawn under regulation 23 of the Takeover Regulations. VIII. TENTATIVE SCHEDULE OF ACTIVITY ● Give tentative schedule of the activities pertaining to the offer, clearly indicating the nature of the activity and the date on which the same shall happen. While indicating the same, also specify the day along with the dates in the activity schedule. [table to be inserted] IX. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECIEPT OF LOF ● Give details of the procedure for tendering shares in the open offer for the persons who are not registered shareholders as on the identified date. X. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... subsequent amendments thereof. 4. The standard LoF prescribes only the nature of the disclosures that should be contained under various heads in the LoF and is not intended to describe the language to be contained therein. 5. All the financial data shall be in terms of Rupees Lacs / Millions / Crores unless required otherwise (e.g. EPS). When financial data pertains to an overseas entity, the rupee equivalent shall be disclosed in terms of Rs. Lacs / Millions / Crores and the basis of conversion shall also be disclosed. (If so desired, such data may also be disclosed in terms of the monetary unit applicable for that overseas entity). 6. Unless otherwise specified 6.1. Reference to shares [as defined in Regulations 2(1)(v)] shall mean reference to fully paid up shares. 6.2. Information contained in LoF shall be updated as on the date of the LOF. 6.3 The "Regulations" shall mean Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof. 6.4 The Manager to the Offer (Manager) would mean the Merchant Banker appointed by the acquirer in terms of regulation 12. 6.5. The Registrar to the Offer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e in respect of the TC in the past eight financial years by any person, the aforesaid information shall be provided from the date of expiry of offer period of such previous open offer. The illustrated format for submission of the above mentioned document is placed here. e) Detailed reasons of suspension of trading of the shares in any Stock Exchange(s), as applicable. What steps have been taken by the TC to resume/ regularize the trading. f) Detailed reasons of non-listing of some and/or all shares of the company at any Stock Exchange(s), as applicable. What steps has been taken by the company to regularize the listing. g) Compliance status with the listing requirements and the penal actions, if any, taken by the Stock Exchanges. In the absence of any punitive action, make a specific statement to such effect. h) Status of compliance with the applicable provisions of the SEBI (SAST) Regulations/ with respect to details of the acquisitions, if any, made by the promoter/ promoter group in the TC during the financial year in which the Public Announcement has been made and for a period of eight financial years preceding the financial year in which the Public Announcement for ins ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay of exchange of securities etc., the disclosures should be made accordingly. 5. A statement that the offer is pursuant to the Takeover Regulations and subsequent amendments thereof. 6. If the offer is conditional, specify conditions viz minimum level of acceptance, differential pricing, if any. 7. If the offer is a competing offer, mention that the competing offer is made pursuant to an open offer made by the original bidder (name) and that the competing offer has been made as per the Takeover Regulations. 8. Mention the statutory approval(s), if any, required to implement the offer and its current status. 9. A statement that upward revision/withdrawal, if any, of the offer would be informed by way of the Issue Opening P.A. in the same newspapers where the original Detailed Public Statement has appeared. Indicate the last date for such revision. Also mention that the same price would be payable by the acquirer(s) for all the shares tendered anytime during the offer. 10. Disclose the following in bold A. " If there is competing offer : 1. The public offers under all the subsisting bids shall open and close on the same date. B. If there is no competing offer: A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... S TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LOF WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LOFHAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF (NAME OF THE TARGET CO.) TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER(S), PACs OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER(S) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER(S) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER (INDICATE NAME) HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED ________________ TO ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... peared. Disclose the detailed public statement is also available on the website of SEBI at www.sebi.gov.in. 3.2.2. Indicate the number and percentage of shares proposed to be acquired by the acquirers from the existing shareholders and the mode of payment of consideration, if it is in cash, then the offer price per share shall be mentioned, if by way of exchange of shares/ secured instruments, then, inter-alia, the exchange ratio to be disclosed. 3.2.3. In case, there are fully paid up and partly paid up shares, offer price for both shall be mentioned separately. 3.2.4. Differential price, if any, to be disclosed. 3.2.5. In case of competing offers, the competing bidder shall also disclose the following details: a. The fact that his offer is competing offer made pursuant to the open offer made by the original bidder. b. Details of the original offer such as name of the original acquirer(s), name of the Manager, number and % of shares bid for, offer price, mode of payment, opening date. c. Any other relevant information 3.2.6 In case of the conditional offer, specify the following : a. Minimum level of acceptance (no. and % of shares) b. Differential price, if an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p; Profit After Tax Year III Balance Sheet Statement Year I Year II Sources of funds Paid up share capital Reserves and Surplus (excluding revaluation reserves) Networth Secured loans Total Uses of funds Net fixed assets Investments Net current assets Total miscellaneous expenditure not written off Total Other Financial Data Year I Year II Year III Dividend (%) Earning Per Share 4.1.8. Ensure that the un-audited financial results, if any disclosed, should be certified / limited review by statutory auditors. 4.1.9. Disclose the major contingent liabilities 4.1.10. In case of acquirer being a listed company, disclose: 4.1.10.1. Name of the stock exchanges where the shares of acquirer are listed/traded in the permitted category, if acquirer is a listed company. 4.1.10.2. Mark ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsp; Profit & Loss Statement Total miscellaneous expenditure not written off Year I Year II Year III Total Income from operations Other Income Other Financial Data Year I Year II Year III Total Income Dividend (%) Total Expenditure Earning Per Share Profit Before Depreciation Return on Networth Interest and Tax Book Value Per Share Depreciation Interest Profit Before Tax Provision for Tax Profit After Tax Balance Sheet Statement Year I Year II Year III Sources of funds Paid up share capital Reserves Surplus (excluding revaluation reserves) Networth Secured loans Unsecured loans Total Uses of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (2) Acquirers a. Main Acquirer* @ b. PACs Total 2(a+b) (3) Parties to agreement other than(1) (a) & (2) (4) Public (other than parties to agreement, acquirers & PACs) a. FIs/MFs/FIIs/Banks, SFIs (Indicate names) b. Others (Indicate the total number of shareholders in "Public category) Total (4)(a+b) GRAND TOTAL (1+2+3+4) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... there is any deficit on realisation of value of the securities, the Manager shall make good any such deficit. 6.2.6. In case the escrow account consists of a Bank guarantee or deposit of approved securities, disclose the name and address of bank where cash deposit of at least 1% of the total consideration payable, is made. 6.2.7. Ensure and disclose that the acquirer has adequate and firm financial resources to fulfil the obligations under the open offer. Disclosures regarding sources of funds should be made. 6.2.8 Disclose the date of certificate, name, complete address (including telephone, Fax number) and membership number of the Chartered Accountant certifying the adequacy of financial resources of acquirer for fulfilling all the obligations under the offer. 6.2.9 Ensure and disclose that Manager has satisfied himself about the ability of the acquirer to implement the offer in accordance with the Takeover Regulations. 6.2.10 In case the acquirer is a foreign body, disclose the details of the escrow account opened abroad, pending RBI permission for opening the same in India. Ensure and disclose that on receipt of RBI permission, the escrow account would be transferred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said persons shall be specified. The option of applying on plain paper giving all relevant details and forwarding relevant documents along with it, shall necessarily be given to such shareholders. Alternatively, such shareholders, if they so desire, may apply on the form of acceptance cum acknowledgement obtained from the website (www.sebi.gov.in). It shall be noted that no indemnity is needed from the unregistered shareholders. 8.3 Disclose the relevant provisions pertaining to acceptance of shares when shares offered under the offer by the shareholders are more than the shares agreed to be acquired by the acquirer(s). 8.4 Disclosure about extension of time for payment of consideration and payment of interest should be made. 8.5 Ensure and disclose that the unaccepted shares / documents shall be returned by Registered Post to the shareholders. 8.6 Ensure and disclose that the share certificates would be held in trust by the Manager to the offer / registrar to the offer, as the case may be, till the acquirer completes the offer obligations in terms of Regulations. 8.7 In case, the shares of TC are dematerialized, Manager should ensure to specify all the requisite procedur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Format for Advertisement under Regulation 18 (7) in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 This Advertisement is being issued by (Manager to the Offer), on behalf of (Acquirer (s)) pursuant to Regulation 18 (7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 in respect of the open offer to acquire shares of the [Target company]. The Detailed Public Statement with respect to the aforementioned offer was made on [date] in the [name] newspapers 1. Offer price, indicate revision, if any. 2. Board's recommendation on the final offer price alongwith details of newspapers where the same was published. 3. In case, it is a competing offer, give details of the original bid viz. Name of Original bidder, No & % of shares proposed to be acquired by the Original bidder, the offer price, the dates and names of newspapers in which that Public Announcement appeared. 4. Indicate that Letter of Offer has been dispatched to the shareholders. 5. Shareholders' attention may be invite ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... akeovers) Regulations, 2011. The Detailed Public Statement with respect to the aforementioned offer was made on [dates] in the [name] newspapers. 1. Name of the Target Company : 2. Name of the Acquirer(s) and PAC : 3. Name of the Manager to the Offer : 4. Name of the Registrar to the Offer : 5. Offer Details : a. Date of Opening of the Offer : b. Date of Closure of the Offer : 6. Date of Payment of Consideration : 7. Details of Acquisition : Sl. No. Particulars Proposed in the Offer Document Actuals 7.1 Offer Price 7.2 Aggregate number of shares tendered 7.3 Aggregate number of shares accepted 7.4 Size of the Offer (Number of shares multiplied by offer price per share) 7.5 Shareholding of the Acquirer before Agreements/Public Announcement (No. & %) 7.6 Shares Acquired by way of Agreements Number % of Fully Diluted Equity Share Capital 7.7 Shares Acquired by way of Open Offer ● Number ● % of Fully Diluted Equity Share Capital 7.8 Shares acquired after Detailed Public Statement ● Number of shares acqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... minimum details with regard to the recommendations of IDC. IDC may include any other information under the respective headings which, in its view is relevant for shareholders of the TC for making an informed decision with respect to the open offer. Statement by the IDC - "To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the TC under the Takeover Code." Signature of the Authorised Signatory Place: Date: Format for Post-Open Offer Report under Regulation 27 (7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 POST OPEN OFFER REPORT IN RESPECT OF OPEN OFFER MADE BY (ACQUIRERS AND PACS) TO ACQUIRE SHARES OF (TARGET COMPANY) ● This report is required to be submitted within 15 working days from the expiry of the tendering period. ● Details given herein unless otherwise specified shall be as on date of the report. A. Names of the parties involved ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of TC) E. Details of market price of the shares of TC 1. Name of the Stock Exchange where the shares of TC have been most frequently traded during 12 calendar months period prior to PA, and the volume of trading relative to the total outstanding shares of the TC. 2. Details of Market Price of the shares of TC are the aforesaid Stock Exchange in the following format: Sl. No. Particulars Date Rs. per share 1. 1 trading day prior to the PA date 2. On the date of PA 3. On the date of commencement of the tendering period. 4. On the date of expiry of the tendering period 5. 10 working days after the last date of the tendering period. 6. Average market price during the tendering period (viz. Average of the volume weighted market prices for all the days) F. Details of escrow arrangements 1. Details of creation of Escrow account, as under Date(s) of creation Amount (Rs Lakhs) Form of escrow account (Cash or Bank guarantee (BG) or Securities). (In case escrow consists of BG or securities, at least 1 % consideration is to be deposited in cash; the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers. ● Name of the concerned Bank. ● Details of the manner in which consideration (where consideration has been paid in cash), has been paid to shareholders whose shares have been accepted: Mode of paying the consideration No. of Shareholders Amount of consideration (Rs lakhs) Physical mode Electronic mode (ECS/ direct transfer, etc.) I. Pre and post offer Shareholding of the Acquirer / PAC in TC Shareholding of acquirer and PACs No of shares % of total share capital of TC as on closure of tendering period 1. Shareholding before PA 2 Shares acquired by way of an agreement, if applicable 3. Shares acquired after the PA but before 3 working days prior to commencement of tendering period. ● Through market purchases ● Through negotiated deals/ off market deals 4. Shares acquired in the open offer 5. Shares acquired during exempted 21-day period after offer (if applicable) 6. Post - offer shareholding J. Give further details, as under, regarding the acquisitions mentioned at points 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Acquired* Purchase Price per Share Shareholding of person who acquired the shares(% w.r.t. total share Capital/ voting capital of Target Company) Before acquisition After acquisition Total shareholding of acquirer and PACs before the acquisition (number as well as % of total share capital of TC) TOTAL shareholding of acquirer and PACs after the acquisition (Number as well as % of total share capital of TC) I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: ****** Annexure- II Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1. Name of the Target Company (TC) 2. Name of the acquirer(s) 3. Whether the acqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p. * The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers. Signature of the acquirer / seller / Authorised Signatory Place: Date: Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under regulation 10(4)(e) of Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1. Name of the Target Company (TC) 2. Name of the acquirer(s) 3. Confirmation that the acquirer(s) is/are promoter(s) of the TC as defined under regulation 2(s) and has been disclosed as promoter(s) of the TC in the latest filing with the stock exchanges 4. Details of proposed acquisition a. Name of the entity/ entities from whom shares are proposed to be acquired b. Status of the entity/ entities - whether it is a state level financial institution or - whether it is a subsidiary or company promoted by a state level financial institution ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d. Date of agreement between transferor/seller and promoter e. Date of proposed acquisition f. Number of shares proposed to be acquired from each entity mentioned in 4(a) above g. Total shares proposed to be acquired as % of diluted share capital of TC h. Price at which shares are proposed to be acquired 5. Shareholding details Before the proposed transaction After the proposed transaction No. of shares % w.r.t total diluted share capital of TC No. of shares % w.r.t total diluted share capital of TC a Each Acquirer / Transferee* b Each Seller / Transferor 6. Declaration by the acquirer that all the conditions specified under regulation 10(4) (f) with respect to exemptions has been duly complied with. Note: ● * Shareholding of each entity shall be shown separately and then collectively in a group. ● The above disclosure shall be signed by the promoter mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1)(a)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of acquirer(s) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of the sender, if sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, at least 4 working days before the date of the proposed acquisition b. Date of Rep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsp; g. Date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed. h. Whether the acquirers as well as sellers have complied (during 3 years prior to the date of acquisition) with the provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation(s) as well as date on which the requisite disclosures were made and furnish copies of the same. i. Declaration by the acquirer that all the conditions specified under regulation 10(1)(a)(i) with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: NOTE: (*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately. (**) Shareholding of each entity shall be shown separately and then collectively in a group. Format under Regulation 10(7) - Report to SEBI in respect of any acquisition m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e acquirer(s) (**) e. Shareholding of seller/s in TC (in terms of no. & as a percentage of the total share/voting capital of the TC)(*) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital of TC No. of Shares % w.r.t total share capital of TC Name(s) of the seller(s) (**) 7 Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(1)(a)(ii) a. Provide the names of the seller(s) b. Specify the relationship between the acquirer(s) and the seller(s). c. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition Year-1 Year-2 Year-3 Acquirer(s) (*) Sellers(s) (*) d. Confirm that the acquirer(s) and the seller/s have been named promoters in the shareholding pattern filed by the target company in terms of the listing agreement or the Takeover Regulations. Provide copies of such filings under the listing agreement or the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of sender, if sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of Report b. Whether report has been submitted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, at least 4 working days before the date of the proposed acquisition. b. Date of Report 4 Compliance of Regulation 10(6) a. Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days of the acquisition b. Date of Report 5 Details of the Target Company a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation(s) as well as date on which the requisite disclosures were made and furnish copies of the same. i. Declaration by the acquirer that all the conditions specified under regulation 10(1)(a)(iii)with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: NOTE: ● (*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately ● (**) Shareholding of each entity shall be shown separately as well as collective Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in regulation 10(1)(a)(iv) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s) {In case there are multiple ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fic to the exemption category to which the instant acquisition belongs - Regulation 10(1)(a)(iv) a. Provide the names of the seller(s) b. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition c. Shareholding of the acquirer and the seller/s in the TC during the three years prior to the proposed acquisition Year 1 Year 2 Year 3 Acquirer* (Name of the PAC) Name of the sellers (*) d. Confirm that the acquirer(s) and the seller/s have been named as PAC during the last three years in the shareholding pattern filed by the TC, in terms of the listing agreement or the Takeover Regulations. Provide copies of such filings under the listing agreement or the Takeover Regulations. e. If shares of the TC are frequently traded, volume weighted average market price (VWAP) of such shares for a period of sixty trading days preceding the date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed f. If sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tted to SEBI within 21 working days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulation 10(5) a. Whether the report has been filed with the Stock Exchanges where the shares of the Target Company (TC) are listed, at least 4 working days before the date of the proposed acquisition. b. Date of Report 4 Compliance of Regulation 10(6 ) a. Whether the report has been filed with the Stock Exchanges where the shares of the TC are listed within 4 working days of the acquisition. b. Date of Report 5 Details of the TC a. Name & address of TC b. Name of the Stock Exchange(s) where the shares of the TC are listed 6 Details of the acquisition a. Date of acquisition b. Acquisition price per share (in Rs.) c. Regulation which would have been triggered, had the report not been filed under Regulation 10(7). (whether Regulation 3(1), 3(2), 4 or 5) d. Shareholding of transferee company in TC (in terms of no. & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted in (g) or (h) above as applicable. j. Date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed k. Whether the acquirers as well as sellers have complied (during 3 years prior to the date of acquisition) with the provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation(s) as well as date on which the requisite disclosures were made and furnish copies of the same. l. Declaration by the acquirer that all the conditions specified under regulation 10(1) (a)(v) with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed there from. Signature: Date: Place: NOTE: ● (*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately. ● ( ** ) Shareholding of each entity shall be shown separately as well as collectively. Format unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nfirm that the scheme is approved by the order of a court or any other competent authority b. Attached copy of the order mentioned above. c. Total consideration paid under the scheme. d. Component of cash and cash equivalents in the total consideration paid under the scheme. Whether the same is less than twenty-five percent of the total consideration paid under the scheme? (Y/N) e. After the implementation of the scheme, whether the persons who are directly or indirectly holding at least thirty-three per cent of the voting rights in the combined entity are the same as the persons who held the entire voting rights before the implementation of the scheme? (Y/N). Please furnish relevant details including the name of such persons as well as their stake in the combined entity. f. Whether the acquirers as well as sellers have complied with the provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation/s as well as date on which the requisite disclosures were made along with the copies of the sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n filed under Regulation 10(7). 3(1), 3(2), 4 or 5) (whether Regulation d. Shareholding of acquirer/s and PACs both individually and collectively in TC (in terms of no. & as a percentage of the total share capital of the TC) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital /voting rights of TC (*) No. of Shares % w.r.t total share capital /voting rights of TC Name of the acquirer (s) and PAC (**) 6 Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(1)(h) a. Type of preference share b. Manner in which voting rights accrued. c. Details of disclosures filed by you under Chapter V of the Takeover Regulations with respect to the instant transaction (corresponding provisions of the repealed Takeover Regulations 1997)? (Y/N). Indicate date on which the requisite disclosures were made along with the copies of the same. d. Declaration by the acquirer that all the conditions specified under regulation 10(1) (h) with respect to exemptions has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... capital of the TC) Before the acquisition After the acquisition No. of Shares % w.r.t total share capital /voting rights of TC (*) No. of Shares % w.r.t total share capital /voting rights of TC Name of the acquirer(s) and PACs (**) 6 Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(2) a. Names of the monitoring institutions under which the CDR scheme is implemented b. Did the acquisition of shares lead to a change in control over the TC? (Y/N) c. Was the CDR Scheme authorized by the shareholders by way of a special resolution passed by postal ballot? Give details and relevant documents in this regard. d. Provide a copy of the CDR Scheme along with a copy of the resolution mentioned above e. Declaration by the acquirer that all the conditions specified under regulation 10(2) with respect to exemptions has been duly complied with. I/We hereby declare that the information provided in the instant report is true and nothing has been concealed therefrom. Signatur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing control over the said company c. Mention the status of the acquirer i.e. whether it is a listed or an unlisted company d. If listed, indicate the stock exchanges where the acquirer company is listed 6 Details of the acquisition a. Details of Buy back transaction b. Shareholding of acquirer/s and PACs both individually and collectively in TC (in terms of no. & as a percentage of the total share capital of the TC) Before the buy-back After Buy back (after cancellation of the shares bought back) No. of Shares/ Voting Rights (VR % w.r.t total share capital /voting rights of TC (*) No. of Shares/ VR % w.r.t total share capital /voting rights of TC Name of the acquirer(s) and PACs (**) e. Were you required to file disclosures under Chapter V of the Takeover Regulations or relevant provisions of (Takeover Regulations 1997) with respect to the instant transaction? (Y/N) If yes, specify applicable regulation/s as well as date of on which the requisite disclosures were made along with the copies of the same. 6 Informa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otal capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately. (**) Shareholding of each entity shall be shown separately as well as collectively. Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance up on examination provided for in regulation 10(4)(a) and (b) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond. } b. Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of sender, if the sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 working days from the date o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of each entity shall be shown separately as well as collectively. Format under Regulation 10(7) - Report to SEBI in respect of any acquisition made in reliance up on examination provided for in regulation 10(4)(f) of Securities and Exchange Board of India (Substantial Acquisition Of Shares And Takeover) Regulations, 2011 1 General Details a. Name, address, telephone no., e-mail of Acquirer(s ) { In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond.} b Whether sender is the acquirer (Y/N) c. If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization) d. Name, address, Tel no. and e-mail of sender, if the sender is not the acquirer 2 Compliance of Regulation 10(7) a. Date of report b. Whether report has been submitted to SEBI within 21 business days from the date of the acquisition c. Whether the report is accompanied with fees as required under Regulation 10(7) 3 Compliance of Regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ghts separately. ● (**) Shareholding of each entity shall be shown separately as well as collectively. Format for Disclosures under Regulation 29(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Part-A- Details of the Acquisition Name of the Target Company (TC) Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer Whether the acquirer belongs to Promoter/Promoter group Name(s) of the Stock Exchange(s) where the shares of TC are Listed Details of the acquisition as follows Number % w.r.t. total share/voting capital wherever applicable(*) % w.r.t. total diluted share/voting capital of the TC ( ** ) Before the acquisition under consideration, holding of acquirer along with PACs of: a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by equity shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) e) Total (a+b+c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uity shares of the TC. (***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated. Format for disclosures under Regulation 29(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Name of the Target Company (TC) Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer Whether the acquirer belongs to Promoter/Promoter group Name(s) of the Stock Exchange(s) where the shares of TC are Listed Details of the acquisition / disposal as follows Number % w.r.t. total share/voting capital wherever applicable(*) % w.r.t. total diluted share/voting capital of the TC (**) Before the acquisition under consideration, holding of : a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the T C (specify holding in each category) e) Total (a+b+c+d) Details of acquisition/sale ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the promo ter (s) or PACs with him* Promoter holding in the target company (1) Promoter holding already encumbe red (2) Details of events pertaining to encumbrance (3) Post event holding of encumber ed shares { creation [(2)+(3)] / release [(2)-(3)] / invocation [(1)-(3)]] Num ber % of total shar e capital Num ber % of total shar e capital Type of event (creation / release / invocation) Date of creation / release/ invocation of encumb rance Type of encumbrance (pledge/ lien/ non disposal undertaking/ others) Reaso ns for encum brance ** Numb er % of share capital Name of the entity in who se favor shar es encumb ered *** Number % of total share capital Signature of the Authorized Signatory: Place: Date: & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s listed on stock exchanges? 4.Credit Rating of the debt instrument 5.ISIN of the instrument Security Cover / Asset Cover Value of shares on the date of event / agreement (A) Amount involved (against which shares have been encumbered) (B) Ratio of A / B End use of money Borrowed amount to be utilized for what purpose - (a) Personal use by promoters and PACs (b) For the benefit of listed company Provide details including amount, purpose of raising money by listed company, schedule for utilization of amount, repayment schedule etc. (a) Any other reason (please specify) Signature of Authorised Signatory: Place Annexure III Standard Format of Application under Regulation 11(1) of Takeover Regulations Instructions 1. The application should be made by the acquirer. If it is made by a person other than the acquirer, the letter of authority granted by the acquirer (including all the PACs) must be enclosed with the application. 2. The application must be supported by a duly sworn affidavit by the acquirer confirming that the details stated in the application are true and correct and in accordance wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... each equity share. II. No. of preference shares issued, subscribed and paid up and face value of each preference share. III. Whether all equity shares have uniform voting rights, if not, then the details of voting rights attached to equity shares. IV. Total paid up Equity Share Capital (number of shares x face value), showing separately, calls in arrears, if any. V. Total paid up Preference share Capital (number of shares x face value), showing separately calls in arrears, if any. 5. Total equity share capital / voting rights of the target company before and after the proposed acquisition. State the following financial parameters of the target company for the immediately preceding financial year I. Net-worth - Rs. II. Book value per equity share - Rs. III. Return on Net-worth % IV. IV. Earnings per share - Rs. 6. Name of Stock Exchanges where shares of Target Company are listed / permitted to trade and the date of listing. 7. Indicate opening and closing prices of its shares as on a date prior to the date of the application. 8. Clarify whether the shares of the target company are frequently or infrequently traded in terms of regulation 2(j) of Takeover Regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Managers to Offer of Takeover of existing listed Company by an acquirer SERVICES PROVIDED FOR INVESTORS 1. Letter of offer is dispatched through speed post/registered post/courier or email etc. 2. Detailed Public Statement, Offer Opening Advertisement, Independent Director's recommendation is published in the English, Hindi and Regional newspapers; 3. Background of Acquirer/PAC, object of the offer, offer price, status of frequently or infrequently traded, underlying transaction triggering open offer disclosed in the Offer Documents to enable shareholders take informed decision; 4. Merchant banker and the Registrar to the offer to help resolve any query in relation to non-receipt of letter of offer, tender form, process of tendering of shares for shares held in demat form viz-a-viz shares held in demat form etc. 5. Detailed process for tendering of shares and procedure for acceptance and settlement of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the offer and can also download from the website of the Stock Exchanges. DO's and DON'Ts FOR INVESTORS Dos 1. Ensure to submit tender forms on time; 2. Ensure the demat account and the PAN belong to the same eligible shareholder; 3. Physical shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same. 5. In case any person has submitted Equity Shares in physical form for dematerialisation, such Eligible Shareholders should ensure that the process of getting the Equity Shares dematerialised is completed well in time so that they can participate in the Offer before Offer Closing Date. Don'ts 1. Offer from shareholders will be rejected if the terms or the process mentioned in the Letter Of Offer is not followed 2. Shareholders who are holding Physical Shares as on the Record Date should not submit incomplete Tender Form and other documents for placing their bid in demat form; 3. There should be no name mismatch in the demat account of the Eligible Shareholder and PAN; or 4. There should not be any restraint order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ement of shares 5. Any other query of similar nature RESPONSIBILITIES OF INVESTORS 1. Shareholders should read letter of offer including the Risk factors mentioned therein. 2. Shareholders can refer to the corporate announcement made by the Target Company for corporate actions. 3. Shareholders are also expected to understand tax implications arising out of proposed offer. 4. Shareholders should ensure that their demat account is active and up to date so as to tender the shares in the hassle-free manner. 5. Shareholders should ensure that the bank account registered with their Depository Participant is active for receiving the payment against tendered shares on time. Annexure-V List of Rescinded Circulars Date Subject March 07, 2022 Automation of disclosure requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011-System Driven Disclosures - Ease of doing business. Nov 23, 2021 Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites October 13, 2021 Easing of Operational Procedure August 13, 2021 Tendering of shares in open offers, buybacks and delisting offers by marking lien in the demat acc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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