Takeover panorama october 2014

Takeover Panorama A Monthly Newsletter by Corporate Professionals

Year VIII- Vol VIII

October Edition

2

Legal Update

SAT order in the matter ofMr. Hemant Kothari, Mr. Rajesh

Kothari, Mr. Dharmendra Kothari, Mrs. Ichraj Devi Kothari and

Mrs. Sunita Kothari

SAT order in the matter ofMr. Vilas Valunji, Mr. Partha Debnath,

Mr. Janardhan Shriniwas Purandare and Mr. V. A. Norhi

SAT order in the matter of M/s. Akriti Global Traders Limited

Consent Order in the matter of M/s. Count N Denier

(India)Limited

Consent Order in the matter of M/s. Macor Packaging Limited

Consent Order in the matter of M/s. Potential Investments and

Finance Limited

Consent order in the matter of Shri Niwas Leasing and Finance

Limited

Exemption Order in the matter of M/s. Sarla Performance Limited

Adjudicating Officer/WTM Orders

3

Latest Open Offers

12

Regular Section

Automatic Exemption from Open Offer

15

Market Update

19

Our Team

20

Insight

3

The Hon’ble Tribunal held

that the penalty imposed

is very less as compared

to what prescribed in

Regulation and

dismissed the appeal.

SAT order in the matter of Mr. Hemant Kothari, Mr. Rajesh Kothari,

Mr. Dharmendra Kothari, Mrs. Ichraj Devi Kothari and Mrs. Sunita

Kothari

Facts: Mr. Pradeep Kumar Kothari (“Acquirer”) had acquired

6,83,717 equity shares representing 19.53% of the paid up

capital of M/s. Kwality Credit & Leasing Limited (“Target

Company”/”KCLL”) but failed to make public announcement

as required under Regulation 10 of SEBI (SAST)

Regulations, 1997read with Regulation 35 of SEBI (SAST)

Regulations, 2011.Accordingly SEBI imposed a penalty of

Rs. 40 lacs on Mr. Hemant Kothari, Mr. Rajesh Kothari, Mr. Dharmendra Kothari, Mrs. Ichraj

Devi Kothari and Mrs. Sunita Kothari(hereinafter referred to as “Appellants”) for the aforesaid

violation being aggrieved by the direction of SEBI, the Appellants have filed the appeal

before Hon’ble Tribunal and contended that:

Penalty imposed is very high and unreasonable and is imposed without considering the

mitigating factors.

Appellant were ready to comply with the open offer and in pursuance to that they either

appointed BCB Brokerage Private Limited as the manager to open offer.

Total acquisition cost of 6,83,717 shares of KCLL is only Rs.34,18,585/-, whereas, penalty

imposed on appellants is Rs.40 lacs which is totally disproportionate.

There was no trading in shares of Target Company since 2007 to October 19, 2011.

SEBI Takeover Regulations Advisory Committee has published its report on July 19, 2010

wherein it is recommended that the threshold limit be increased to 25% from 15%.

As per SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014, the

total indicative amount for such violation is Rs.25 lacs only.

There is no change in the Control and Management of the Company.

Issues: Whether the penalty imposed by the SEBI is justified?

LEGAL

UPDATES

4

The Hon’ble Tribunal held that

Obligation to make disclosures as

per SEBI (SAST) Regulations, 2011

and SEBI (PIT) Regulations, 1992

arises on perusal to the acquisition

of shares irrespective of the fact

that the shares are acquired

through open market purchase or

on pursuant to scheme of

amalgamation.

Decision: After taking into considerations all the facts and circumstances of the case, the

Hon’ble Tribunal held the following

With reference to the intention to make open offer, no open offer has been made till date by

the Appellants, so contention made by the Appellants that they are ready to comply with the

open offer is purely unacceptable.

With reference to the imposition of penalty by the SEBI, Hon’ble Tribunal held that in case of

failure to make open offer there is a penalty of Rs. 25 crores or three times the amount of

profit made out of such failure, though SEBI only imposed the penalty of Rs. 40 lacs which

cannot be considered as unreasonable. Accordingly after taking in to consideration all the

facts and order in the matter of Unijules Life Sciences Ltd. Vs SEBI, SAT dismissed the

appeal.

SAT order in the matter ofM/s. Akriti Global Traders Limited

Facts: The present appeal is filed by M/s Akriti

Global Traders Limited (“Appellant”) shareholder of

M/s SRS Real Infrastructure Limited (“Target

Company”) against the order passed by SEBI

(“Respondent”) imposing a penalty of Rs. 4,50,000

for violation of Regulation 29(1) read with

Regulation 29(2) read with Regulation 29(3) of SEBI

(SAST) Regulations, 2011 along with Regulation

13(1) read with 13(3) and 13(5) of SEBI (PIT)

Regulations, 1992.

Brief facts of the case:

On February 14, 2013, Appellant had received 14,85,735 equity shares representing 0.74%

of the total equity capital of the Target Company resulting in increase in the shareholding of

Appellant from 4.71% to 5.45% equity share capital.

Further on February 21, 2013, 10,29,080 equity shares representing 0.51% and 43,87,162

equity shares representing 2.19% equity shares capital had been received by Appellant

resulted in increase in the shareholding of Appellant from 5.45% to 8.15%.

However Appellant had delayed in filing disclosures as required under Regulation 29(1) and

29(2) of SEBI (SAST) Regulations, 2011by 120 days and 128 days respectively and Further

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no disclosures as required under Regulation 13(1) and Regulation 13(2) read with

Regulation 13(5) of SEBI (PIT) Regulations, 1992 had been made.

Accordingly SEBI imposed the penalty of 4,50,000 for the aforesaid violations on the

Appellant. Being aggrieved by the direction of SEBI, the appellant has filed the appeal before

Hon’ble Tribunal and contended the following:

Delay in filing disclosures was unintentional and there no was malafide intention on part of

the appellant and that appellant has not gained anything by not making timely disclosures.

Receipt of additional shares of Target Company by appellant was not an account of any

positive act on part of appellant but the same were received on account of

amalgamation/merger which was duly approved by the Delhi High Court.

Relying upon decisions of this Tribunal in case of Raghu Hari Dalmia & Ors Vs. SEBI and in

the case of Vitro Commodities Pvt. Ltd. Vs. SEBI it is contended that the penalty imposed

upon the appellant is grossly disproportionate to the alleged violation and since penalty is

imposed by ignoring the provisions contained under of SEBI Act, the impugned order is

liable to be quashed and set aside.


Decision: After taking into considerations the facts and circumstances of the case, the

Hon’ble Tribunal held that Obligation to make disclosures as per SEBI (SAST) Regulations,

2011 and SEBI (PIT) Regulations, 1992 arises on perusal to the acquisition of shares

irrespective of the fact that the shares are acquired through open market purchase or on

pursuant to scheme of amalgamation, intimation of the shareholding shall be given within the

prescribed time as stated in SEBI (SAST) Regulations, 2011. Further Penalty for violating

regulation 29(1) and 29 (2) of SEBI (SAST) Regulations, 2011 at the rate of Rs. 1 lac per

day would be more than Rs. 1 crore each. As against the above, after considering all

mitigating factors, AO has imposed composite penalty of Rs. 4.5 lac which cannot be said to

be excessive or unreasonable. Accordingly the Hon’ble Tribunal found no reason to interfere

with the order passed by SEBI and appeal was dismissed.

6

The Hon’ble Tribunal held that

proper opportunity of being

heard must be given to every

appellant before passing any

order.

SAT order in the matter of Mr. Vilas Valunji, Mr. Partha Debnath,

Mr. Janardhan Shriniwas Purandare and Mr. V. A. Norhi

Facts:

The present appeal is filed by Mr. Vilas Valunji, Mr.

Partha Debnath, Mr. Janardhan Shriniwas Purandare

(hereinafter referred as “Appellants to appeal No. 68”)

and Mr. V. A. Norhi (hereinafter referred as “Appellant to

appeal No. 70”), collectively referred to as “Applicants”,

against the order passed by SEBI (“Respondent”)

imposing a penalty of Rs. 4,50,000 each on Appellants for violation of Regulation 14(1) of

SEBI (SAST) Regulations, 1997 and Rs. 10,00,000 on Appellant to appeal No.70 for

violation of Regulation 7(1)(A) read with 7(2) of SEBI (SAST) Regulations, 1997. Being

aggrieved by the order of SEBI, Appellants filed an application before Hon’ble Tribunal to set

back the order passed by adjudicating officer on the ground that service of Show Cause

Notice (“SCN”) was not effected and ex-parte impugned order was by passed by

Adjudicating officer.


Decision: After taking into considerations the facts and circumstances of the case, the

Hon’ble Tribunal held that both the orders were liable to be quashed and set aside on the

ground that there was no effective service on the Appellants, and as such, a valuable right of

Appellants of being heard before the impugned orders were passed against the Appellants

had been violated. The matter was, therefore, remanded to SEBI to hold an enquiry after

issuing Show Cause Notices (SCNs) to the Appellants afresh at the address given by them

in accordance with the rules and pass orders on merit as per law after giving an opportunity

of hearing to the Appellants.

Consent order in the matter of M/s. Count N Denier (India) Limited

SEBI had initiated adjudication proceedings against M/s Count N Denier (India)

Limited(“Applicant”) for the alleged violation of the provisions of Regulation 6(2), 6(4) and

8(3) of SEBI (SAST), 1997. Pending to the Adjudication Proceeding, Applicant had filed the

consent application in respect of delay of compliance of the provisions of Regulation 6(2)

and 6(4) and delay of 4870, 4505, 4139, 3774, 3409, 2963, 2597, 2232, 1867, 1502, 1136,

771, 406 and 41 days in filling the requisite disclosures under Regulation 8(3) of SEBI

(SAST) Regulation, 1997 for the years 1998 to 2011. In the meeting of Applicant and SEBI

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representatives It was noted that since considerable time has passed since SEBI (SAST)

Regulation, 1997 came into force, therefore the non-compliances of Regulation 6(2) and 6(4)

would not be considered for the purpose of calculation of settlement amount.

Accordingly, The applicant proposed to settle the above non-compliances of 8(3) of SEBI

(SAST) Regulations, 1997 on the payment of Rs. 7,09,750 towards settlement charges. The

terms as proposed by the applicant were placed before High Power Advisory Committee

(HPAC) and on the recommendation of HPAC, SEBI settle the above non compliances.

Consent order in the matter of M/s. Macor Packaging Limited

M/s Macor Packaging Limited (“Applicant”) has voluntarily filed the consent application in

respect of delay of compliance of Regulation 6(2) and 6(4) and also a delay of 5741 days,

5376 days, 5010 days, 4645 days, 4280 days, 3915 days, 3549 days, 3184 days, 2819

days, 2454 days, 2088 days, 1723 days, 1358 days, 993 days in filing the requisite

disclosures under Regulation 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to

2011. In the meeting of Applicant and SEBI representatives, It was noted that since

considerable time has passed since SEBI (SAST) Regulation, 1997 came into force,

therefore the non-compliances of Regulation 6(2) and 6(4) would not be considered for the

purpose of calculation of settlement amount.

Therefore, the Applicant had voluntary filed the consent application for the settlement of

above violations and proposed to pay a sum of Rs 6,43,125 towards settlement charges.The



Consent order in the matter of M/s.Potential Investment and Finance

Limited

M/s. Potential Investment and Finance Limited(“Applicant”) has voluntarily filed the consent

application in respect of delay of compliance of the provisions of Regulation 6(2) and 6(4)

and delay of 5726 days, 5361 days, 4995 days, 4630 days, 4265 days, 3900 days, 3534

days, 3169 days, 2804 days, 2439 days, 2073 days, 1708 days and 1343 days in filling the

requisite disclosures under Regulation 8(3) of SEBI (SAST) Regulation, 1997 for the years

1998 to 2010. In the meeting of Applicant and SEBI representatives It was noted that since


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Consent order in the matter of M/s. Shri Niwas Leasing and Finance

Limited

M/s. Shri Niwas Leasing and Finance Limited (“Applicant”) has voluntarily filed the consent

application in respect of delay of compliance of the provisions of Regulation 6(2) and 6(4)

and delay of 5563 days, 5198 days, 4832 days, 4467 days, 4102 days, 3737 days, 3371

days, 3006 days, 2641 days, 2276 days, 1910 days, 1545 days and 1180 days in filling the

requisite disclosures under Regulation 8(3) of SEBI (SAST) Regulation, 1997 for the years

1998 to 2011. In the meeting of Applicant and SEBI representatives It was noted that since








9

Adjudicating/WTM orders

Target Company Noticee Regulations Penalty

Imposed/

Decision

Taken

M/s.MD Overseas

Limited

M/s. MD Overseas Limited Regulation 8(3) of the SEBI

(SAST) Regulations, 1997

Rs. 7,00,000

M/s. Gee Gee

Granites Limited

Mr. Rajamani Regulation 30(2) read with

Regulation 30(3) of the SEBI


Rs. 1,00,000

M/s. Count N Denier

(India) Limited

M/s. Count N Denier (India)

Limited

Regulation 6(2), 6(4) and 8(3)of

the SEBI (SAST) Regulations,

1997

Rs. 7,09,750

M/s. Niraj Cement

Structurals Limited

Mr. Vijay kumar Rajkumar

Chopra

Regulation 29(1) & 29(2) read

with Regulation 29(3) and

Regulation 31(2) read with

Regulation 31(3) of SEBI (SAST)

Regulations, 2011 and

Regulations 13(1), 13(3), 13(4),

13(4A) read with regulation 13(5)

of SEBI (PIT) Regulations, 1992.

Rs. 12,00,000

M/s. Adi Rasayan

Limited

Mr. Bhavesh J. Doshi, Mr.

Jayprakash J. Doshi, Mr.

Narendra C. Solanki, Ms.

Poonam N. Solanki, Ms.

Roopal H. Kawa, Mr.

Natwarlal Keshavjibhai Kawa

and Ms. Reena Kawa

Regulation 29(1) and 29(2) read

with 29(3) of SEBI (SAST)

Regulations,2011

Rs. 15,00,000

M/s. Abhishek

Corporation Limited

Ms. Anjali Annasaheb Mohite Regulation 8(A)(3) of SEBI


Rs. 5,00,000

M/s. Capman

Financials Limited

M/s. Upvan Securities Private

Limited

Regulation 7(1A) and 7(2) of

SEBI (SAST) Regulations,1997

Rs. 2,00,000

10

M/s. Sincere

Packers Limited

M/s. Sincere Packers Limited Regulation 8(3) of SEBI (SAST)

Regulations,1997

Rs. 7,00,000

Harvard Consultants

LLP (Formerly

known as "M/s

Harvard Finance

Company Limited")

M/s. Sabero Organics Gujarat

Limited



Regulation, 1997 read with

Regulation 35 of SEBI (SAST)

Regulation, 2011

Rs. 2,00,000

M/s. Residency

Projects and

Infratech Limited

Mr. Bhanwarlal H Ranka, Mr.

Pradeep B Ranka, Ms.

Kusum B Ranka, Ms.

Sangeetha P Ranka, Ms.

Anjana B Ranka, Mr. Arun B

Ranka, Ms. Rachana A

Ranka, Mr. Kantilal G Bafna


Regulation 14(1) of

the SEBI (SAST) Regulations,

1997

Rs. 50,00,000

M/s.Novel Trade

Links Limited

M/s.Novel Trade Links

Limited


Regulation, 1997

Rs. 7,00,000

M/s. Niraj Cement

Structurals Limited

Mr. Gulshan V Chopra Regulation 29(2) read with

regulation 29(3) and regulation

31(2) read with regulation 31(3)

of SEBI (SAST) Regulation, 2011

and Regulation 13(3), 13(4),

13(4A) read with regulation 13(5)

of SEBI (PIT) Regulations, 1992

Rs. 15,00,000

M/s. Niraj Cement

Structurals Limited

M/s. Custom Capsules

Private Limited

Regulation 29(1) & 29(2) read

with 29(3) of SEBI (SAST)

Regulation, 1997 and Regulation

13(1), & 13(3) read with

regulation 13(5) of SEBI (PIT)

Regulations, 1992

Rs. 25,00,000

M/s. Niraj Cement

Structurals Limited

Mrs. Asha Vijaykumar Chopra


regulation 31(3) of SEBI (SAST)

Regulations, 2011 and

Regulation 13(4A) read with

regulation 13(5) of SEBI (PIT)

Regulations, 1992

Rs. 2,00,000

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HINT OF THE MONTH

M/s. Ahlcon

Parenterals (India)

Limited

Mr. Bikramjit Ahluwalia, Ms.

Sudarshan Walia and others

Regulations 11 (1) read with 14

(1) of SEBI (SAST) Regulations,

1997

Rs. 15,00,000

M/s. Ahlcon

Parenterals (India)

Limited

M/s. Capricon Industrials Ltd.,

Mr. BikramjitAhluwalia, Ms.

SudarshanWalia and others.

Regulations 11 (2) read with 14

(1) of SEBI (SAST) Regulation,

1997

Rs. 15,00,000

M/s. Midland

Polymers Limited

M/s Nikhar Investment and

Credit Pvt. Ltd., Mr. Mukund

Kumar Saboo, M/s.

SuryajyotiVanijya&Viniyog

Ltd., Mr. SurinderBhuraria,

M/s Midland Plastics Ltd., Mr.

SudhirLakhotia and Ms.

AlkaLakhotia

Regulation 7(1A) read with 7(2)

and Regulation 11(2) read with


Regulations, 1997

Matter

disposed off

Payment considerations by the acquirer under the open offer can be made by cash and / or by issue of equity

shares and / or secured debt instruments (investment grade) and / or convertible debt instruments (convertible

to equity shares) of acquirer (or PACs, if any) if such equity shares and secured debt instruments are listed.

The chosen mode of payment is required to be disclosed in the open offer document meant for shareholders of

the target company.

{As substantiated from FAQ of SEBI on SEBI Takeover Regulations, 2011}

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Target Company

M/s. ZF Steering Gear

(India) Limited

Registered Office

Pune

Net worth of TC

NA

Listed At

BSE

Industry of TC

Auto Parts & Equipment

Acquirer

M/s. ZF Lenksysteme

GmbH (“Acquirer”) and

M/s. Robert Bosch GmbH

(“PAC”)

Target Company

M/s. Hindusthan Safety

Glass Industries

Limited

Registered Office

Kolkata

Net worth of TC

Rs. 2,87,75,424

(31.03.2014)

Listed At BSE and CSE

Industry of TC

Houseware

Acquirer-

Mr. Ripu Sudan Kundra

and Mrs.

ShilpaShethyKundra

Details of the offer: Offer to acquire 7,94,350 equity

shares at a price of Rs. 12/- per fully paid up equity

share payable in cash.

Triggering Event: Share Purchase Agreement

(SPA) for the acquisition of 1,23,660 (4.05%) Equity

Shares and Share Sale/Purchase Confirmation for

14,50,000 (47.46%) Equity Shares of the Target Company.

Triggering Event: Indirect Acquisition of 2,340,000 Equity

Shares representing 25.79% of the Target Company

Details of the offer: Offer to acquire 23,59,058 equity

shares at a price of Rs. 439/- per fully paid up equity share

payable in cash.

Latest Open

Offers

13

Target Company

M/s Sarda Papers Limited

Registered Office

Nashik

Net worth of TC

Rs. 1.06 Lacs

(31.03.2014)

Listed At

BSE, ASE, DSE and CSE

Industry of TC

Paper and Paper

Products

Acquirers

Mr. Manish Ladage, Mr.

N.R. Parameswaran, Ms.

Kamini Johari, Mr. Kartik

Johari

Target Company

M/s. Artech Power

Products Limited

Registered Office

Cochin

Net worth of TC

Rs. (7.31) lacs

(31.03.2014)

Listed At BSE, MSE, CSE and

DSE

Industry of TC

Electronic Components

Acquirer-

Mr.

BhadreshVasantraiMeh

ta and

Mr. ParthBhadresh

Mehta

Details of the offer: Offer to acquire 37,89,342Equity

Share at a price of Rs. 10.50/- per fully paid up equity

share payable in cash.


(SPA) for the acquisition of 49,373 (0.33%) Equity Shares and

Preferential Allotment of 1,10,00,000 (74.13%) Equity Shares

and control over Target Company.


(SPA) for the acquisition of 23,11,498 (74.11%) Equity Shares


Details of the offer: Offer to acquire 8,07,402equity shares

at a price of Rs. 2.75/- per fully paid up equity share payable

in cash.

14

Target Company M/s Josts Engineering

Company Limited

Registered Office Mumbai

Net worth of TC

Rs. 1523.04Lacs

(31.03.2014)

ListedAt

BSE Limited

Industry of TC

Industrial Machinery

Acquirers and PACs

Mr. Jai Prakash Agarwal,

Mr. Vishal Jain, Mr.

Krishna Agarwal,

Mr.Abhishek Agarwal, J.

P Agarwal & Sons (HUF),

Mr. Rajendra Kumar

Agarwal, Ms. Anita

Agarwal and Ms. Shikha

Jain


(SPA) for the acquisition of 3,69,910 (48.38%) Equity Shares


Details of the offer: Offer to acquire 1,98,810 Equity Shares

at a price of Rs 410/- per fully paid up equity share payable in

cash.

15

Regular Section

Automatic Exemption from Open Offer

SEBI (SAST) Regulations, 2011 provides that whenever an acquirer acquires shares/voting

rights in excess of the threshold or control over the Target Company as prescribed under

regulation 3 and 4 of SEBI (SAST) Regulations, 2011, then the acquirer is required to make

a public announcement of offer to the shareholders of the Target Company.

Brief introduction of Regulation 3 and 4

Regulations 3

Regulation 3 of SEBI (SAST) Regulation, 2011 contains provisions regarding substantial

acquisition of shares or voting rights of the Target Company. It deals with the specific limits

triggering which the acquirer(s) are required to come out with an open offer in accordance

with these Regulations.

Regulation 4

Regulation 4 provides that No acquirer shall acquire, directly or indirectly, control over such

target company, irrespective of acquisition or holding of shares or voting rights in a target

company unless the acquirer makes a public announcement of an open offer.

16

Regulation 10 of SEBI (SAST) Regulations, 2011 provides automatic exemption to the

following acquisitions from the requirement of making Open offer under regulation 3

and 4 subject to the compliance of the conditions as prescribed therein.

Acquisition Exempt from Regulation 3 & 4

Acquisition pursuant to inter se transfer of shares amongst qualifyingpersons such

asImmediate relatives, Promoters and other as provided under Regulation 10 (1) (a).

Acquisition in the ordinary course of business by an underwriter, stock broker, Merchant

Banker, Scheduled Commercial Bank etc as provided under Regulation 10 (1) (b).

Acquisition pursuant to an agreement of disinvestment subject to the fulfillment of the

conditions as provided under Regulation 10 (1) (c).

Acquisition pursuant to schemes made under section 18 of the Sick Industrial

Companies (SpecialProvisions) Act, 1985, Merger, demerger etc. as provided under

Regulation 10 (1) (d).

Acquisition pursuant to the provisions of SARFAESI Act 2002, SEBI (Delisting of Equity

Shares) Regulations, 2009, by way of transmission, succession or inheritance.

Acquisition of voting rights or preference shares carrying voting rights arising out of the

operation of sub-section (2) of section 87 of the Companies Act, 1956.

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Acquisition Exempt from Regulation 3

The acquisition of shares of a target company, not involving a change of control oversuch

target company, pursuant to a scheme of corporate debt restructuring in terms ofthe

Corporate Debt Restructuring Scheme notified by the Reserve Bank of India videcircular no.

B.P.BC 15/21.04, 114/2001 dated August 23, 2001subject to the conditions as provided

under Regulation 10 (2).

Acquisition Exempt from Regulation 3 (1)

Acquisition pursuant to Buy-back as provided under Regulation 10 (3).

Acquisition Exempt from Regulation 3 (2)

Acquisition pursuant to Rights Issue subject to the conditions as provided under

Regulation 10 (4) (a) and 10 (4) (a).

Acquisition pursuant to Buy Back subject to the conditions as provided under Regulation

10 (4) (c).

Acquisition in exchange of shares as mentioned under Regulation 10 (4) (d).

Acquisition from state-level financial institutions or their subsidiaries or companies

promoted by them as mentioned under Regulation 10 (4) (e).

Acquisition from a venture capital fund or a foreign venture capital investor registered

with the Board as mentioned under Regulation 10 (4) (f).

The above mentioned acquisitions shall be exempt from the obligation to make an

open offer under regulation 3 and regulation 4 subject to fulfillment of the following

compliances:

Regulation 10(5)– Acquirer shall give advance intimation to the stock exchangeatleast 4

working days prior to the proposed acquisition.

Following transactions are required to comply with Regulation 10(5)

• Inter se transfer of shares

• Acquisition from State Level Financial Institution

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• Acquisition from VCF or a foreign venture capital investor

Regulation 10(6)– Any acquirer seeking exemption shall file a report with the stock

exchanges not later than four working days from the acquisition.

All category of automatic exemptions as specified under Regulation 10 are required to

comply with Regulation 10 (6)

Regulation 10(7) - The Acquirer shall file a report to SEBI within 21 working daysof the

date of acquisition along with supporting documents to the Board giving all details in respect

of acquisitions and fee of Rs1,50,000.

Following transactions are required to comply with Regulation 10(7)

• Inter se transfer of shares

• Scheme of Arrangement not directly involving Target Company

• Acquisition of voting rights or preference shares carrying voting rights

• Acquisition through CDR scheme

• Buy Back of shares

• Acquisition through Right Issue

• Acquisition from VCF or a foreign venture capital investor

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Altruist Technologies Acquires Big Data Firm iConnectiva

Altruist has acquired big data analytics firm Connectiva Analytics and Insights for a cash

deal of 370-420 Million. With the acquisition Altruist seeks to integrate iConnectiva’s offering

with its product to service its existing 70 clients including British Telecom, Reliance and

Vodafone. Post the deal, iConnectiva’s 100 employees would join Altruist taking the total

headcount to 550.

Acquisition of Tech Startups Bookpad by Yahoo

Yahoo acquired Bangalore based tech startup, Bookpad for a consideration of INR 500

Million, it is the first buy in the Indian Market by Yahoo. Over a period, Bookpad pivoted to

B2B from B2C and added many a names to its clientele list which included e-learning and

cloud storage startups.

Acquisition of 26% Stake in Anjuman Brand by Biba

Ethnic wear brand BIBA Apparels has acquired 26.66% stake in Anjuman Brand Designs Pvt Ltd,

which sells garments under the brand name AnjuModi, for an undisclosed amount.It aims to

expand its distribution network and strengthen its presence in the higher-end fashion category

through new product launches and JVs with acclaimed designers and also plans to launch a

value brand to enhance its presence at lower price points.

.

Market Updates

http://www.dealcurry.com/20140926-Altruist-Technologies-Acquires-Big-Data-Firm-iConnectiva.htm

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Disclaimer:

This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this

paper have been developed on the basis of SEBI (Substantial Acquisition of Shares and

Takeovers) Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 in India. The author and the company expressly disclaim all and any

liability to any person who has read this paper, or otherwise, in respect of anything, and of

consequences of anything done, or omitted to be done by any such person in reliance upon the

contents of this paper.

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Takeover panorama october 2014

Economy & Finance

Transcript of Takeover panorama october 2014