SEBI Takeover Code
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The document provides information on the Securities and Exchange Board of India (SEBI) Takeover Code. It discusses that the SEBI Takeover Code regulates acquisitions of shares or control in Indian listed companies. It also outlines the three most significant orders passed by SEBI in 2017 related to the Takeover Code for acquisitions in Refex Industries Limited, Deep Industries Limited, and Pudumjee Industries Limited. Additionally, it provides background on SEBI, the objectives of SEBI regulations, and a summary of the latest amendments made to the SEBI Takeover Code.
SEBI Takeover Code
- 1. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com SEBI TAKEOVER CODE Niranjani B
- 2. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com What is SEBI (Securities and Exchange Board of India)? ● SEBI was established in 1988 but not given any regulating abilities until 1992 when the Securities and Exchange Board of India Act passed. ● This board was set up with the main purpose of keeping a check on malpractices and protect the interest of investors. It was set up to meet the needs of Issuers, Investors and Intermediaries.
- 3. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com Objectives of SEBI: The overall objectives of SEBI are to protect the interest of investors and to promote the development of stock exchange and to regulate the activities of stock market. The objectives of SEBI are: ● To regulate the activities of stock exchange. ● To protect the rights of investors and ensuring safety to their investment. ● To prevent fraudulent and malpractices by having balance between self regulation of business and its statutory regulations. ● To regulate and develop a code of conduct for intermediaries such as brokers, underwriters, etc.
- 4. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com What is SEBI Takeover Code? The single-most important regulation in India, governing the acquisition of shares or control in an Indian listed company is the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, or the Takeover Code.
- 5. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com Latest Amendment: ● The Securities and Exchange Board of India (“SEBI”) has recently notified the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2017 (“Amendment Regulations”) to amend the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Principal Regulations”). ● The Amendment Regulations are effective from 14th August, 2017.
- 6. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com THE THREE MOST SIGNIFICANT ORDERS PASSED BY SEBI, IN TERMS OF THE TAKEOVER CODE IN THE YEAR 2017, ARE: ● 1. In respect of Mr Anil T Jain, in the matter of Acquisition of shares of Refex Industries Limited, formerly known as Refex Refrigerants Limited. (WTM/GM/EFD/DRA III/10/FEB/2017. ● 2. In the matter of Proposed Acquisition of Shares and Voting Rights of Deep Industries Limited by Shantilal Savla Family Trust. (SEBI/WTM/SR/CFD-DCR/23 /03/2017). ● 3. In the matter of proposed acquisition of shares and voting rights in Pudumjee Industries Limited (SEBI/WTM/SR/CFD–DCR/15/03/2017).
- 7. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com Conclusion SEBI aims to ensure that there are fair and just practices of takeovers, which do not violate the rights and liabilities of the people. The SEBI ‘Takeover Code’, strives to ensure the same, in order for people to have faith and believe in the system of legality and respect the procedures of law. However, it is also in the understanding of SEBI that there are circumstances, where it is necessary to deviate from a norm. Such situations, however, need to be genuine and not fraudulent in nature. The SEBI Takeover Code is a well drafted and competent Regulation, that must be followed and respected, in order to ensure the applicability of its regulations.
- 8. CHENNAI C2-A, Industrial Estate, Guindy, Chennai - 600 032. Tel: +91 - 44 - 22501318, 42107341 BANGALORE Suite 920, Level 9, Raheja Towers, 26-27, M G Road, Bangalore - 560 001. Mob: +918277460648 COIMBATORE #1533, Trichy Road, Coimbatore – 641018. Mob: +919385432921 HYDERABAD Vatika Business Centre, Suite 10,3rd Floor, NSL Icon, Road No. 12,Banjara Hills, Hyderabad - 500034. Mob: +917901691606 COCHIN Suite 49, 8th Floor, Centre A, Alapatt Heritage Building, MG Road, Cochin – 682035 Tel: +91 - 484 - 2366216 EMAIL info@altacit.com WEBSITE www.altacit.com THANK YOU