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Wednesday, October 10, 2007

Garnishee Order - Mr. KS Anantharaman

GARNISHEE ORDER

ü When the plaintiff obtains a Decree, he is known as Decree Holder (DH);

ü The defendant is known as Judgment Debtor (JD);

ü The plaintiff DH may execute the decree against the defendant JD;

ü One of the modes of execution is by getting Garnishee Order;

ü A garnishee is a JD's Debtor à "person sought to be warned" (i.e) the banker;

ü Order restraining garnishee from parting with any monies due or accruing due to JD & order for appearance to show cause;

ü The Court may direct the GARNISHEE to pay the money under the decree to the DH;

ü The Garnishee shall be added as a party to the execution proceedings; He shall be given an opportunity for making his representation;

ü 2 types of Garnishee Order:

v Garnishee Order nisi – opportunity to the banker to prove that order could not be enforced;

v Garnishee Order absolute – attaches the account of customer straight away (no opportunity is given to banker).

That's all about Garnishee – a sure shot question in GCL & Banking.



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Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

Tuesday, October 9, 2007

CS Inter/Executive Program Reference Materials

CS – Executive Programme Reference Materials for Company Secretary Exams

The New Syllabus book is available in http://onlythismuch.lawlabz.com or www.learnlabz.com

SNO

SUBJECT

AUTHOR

PUBLICATION

1.

GCL

KS Anantharaman @ http://www.sitaraman.com/

Try www.dateyvs.com too;

C. Sitaraman & Co.

2.

CA-CMA

Theory in Study Material;

Solve Problems in Guidelines;

ICSI

3.

TL

Sanjay Mundhra & Vikas Mundra @ http://lawpointkolkata.com/

Try www.dateyvs.com too;

Law Point




4.

CL

KS Anantharaman @ http://www.wadhwain.com/ + Guidelines

Wadhwa




5.

ELL

VS Datey @ http://www.taxmann.net/

Try www.dateyvs.com too;

Taxmann

6.

SLC

Corporate Laws & Secretarial Practice by VS Datey with specific reference to chapters like SCRA, SEBI, Listing, etc…

Taxmann


When I say Guideline, it means from the year 2007 till last attempt, which is available @ ICSI.
Thats it, enjoy reading, you will love writing CS Executive Programme exams.

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Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/
http://learnlabz.lawlabz.com

MIS in MP3

Now, first time ever, CS Inter Group-1 subject MIS is available in mp3 format to listen, study & win exams.

"YehHearYes" study with mp3.

YEHsee(HEAR)YES -> Management Information Systems
http://audio.isg.si/audiox/?q=node/14322 MIS is audible; do give your reviews
http://audio.isg.si/audiox/?q=node/14334 MIS sequence2; do give your reviews
http://audio.isg.si/audiox/?q=node/14335 MIS sequence3; do give your reviews
http://audio.isg.si/audiox/?q=node/14338 MIS sequence4; do give your reviews

Your interests can make it more interesting....


--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/ thisisvj@gmail.com

Monday, October 8, 2007

Exchange Earner's Foreign Currency (EEFC) Account- Liberalisation-FEMA

Dear All,

Exchange Earner's Foreign Currency (EEFC) Account- Liberalisation

The Reserve Bank of India vide its AP DIR Circular No.13 dated 6th October 2007 has amended Regulation 4 of Foreign Exchange Management (Foreign Currency Accounts by a person resident in India) Regulations, 2000. the said Regulations is deals with opening and maintaining in India a Foreign Currency Account known as Exchange Earner's Foreign Currency (EEFC) Account with an authorised dealer subject to the terms and conditions of the Exchange Earner's Foreign Currency Account Scheme specified in the Schedule to the above mentioned Notification.

Interest Earning on EEFC Account Balance - As per current amendment:
In view of the recent global and domestic developments and with a view to give an opportunity to small and medium enterprises to manage the challenges in the global markets , it has been decided, in consultation with Government of India, to permit all exporters to earn interest on EEFC accounts to the extent of outstanding balances of US $ 1 million per exporter. This is a purely temporary measure and valid upto October 31, 2008 and would be subject to further review.
No Interest Earning on EEFC Account Balance - before amendment:
Currently, EEFC accounts are permitted to be maintained in the form of non-interest bearing current accounts. It will now be possible for account holders to maintain outstanding balances to the extent of US $ 1 million in the form of term deposits up to one year maturing on or before 31st October 2008. The rate of interest may be determined by the banks themselves.
Alagar
09884731993

CLB qualification rules & 51 Public Financial Institution

"8th October 2007 is today"

Credits to Dr. KS Ravichandran

The Gazette of India G.S.R. 588(E) - Company Law Board (Qualifications, Experience and other Conditions of Service of Members) Amendment Rules, 2007 .

8. Term of office of Chairman, Vice-Chairman and Members.—Except as provided in rule 6 or 7, the Chairman shall hold office till he attains the age of sixty-seven years (the then 65 yrs); the Vice-Chairman shall hold office till he attains the age of sixty-five years (the then 62 yrs)and any other member shall hold office till he attains the age of sixty-two years (the then 60 yrs).

The Gazette of India S.O. 1583(E) - Notification under powers conferred by sub-section (2) of Section 4A of the Companies Act, 1956 .

Now, Tamilnadu Urban Finance & Infrastructure Development Corporation Limited and Kerala Power Finance Corporation Limited is added to the list thereby increasing the count to 51 institutions.

Press Release: 2007-2008/473 - check here, http://www.rbi.org.in/scripts/BS_PressReleaseDisplay.aspx

Misuse of banknotes

It has been brought to the Bank's notice that members of public, institutions and others continue to write messages etc. on the watermark window and deface the portraits etc. on the banknotes. The Bank wishes to reiterate that such practices work against the Clean Note Policy of the Bank. All members of public, institutions and others are, therefore, advised not to write/inscribe anything whatsoever on the banknotes

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Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

Friday, October 5, 2007

New NPA Guidelines & Death before DIN procedure

RBI/2007-2008/152 DBOD.No.BP.BC.34 /21.04.048 /2007-08

October 4, 2007 -> Thanks to DR. KS Ravichandran

Guidelines on purchase/sale of Non Performing Assets

Please refer to our Circular No.DBOD.BP.BC.16 /21.04.048/2005-06 dated 13 July 2005 on the captioned subject.

1.Applicability

All Commercial Banks (excluding RRBs)

All India Term Lending and Refinancing Institutions

All Non Banking Financial Companies (including RNBCs)

2. In terms of the above banks' Boards are required to lay down policies and

guidelines covering among other things, valuation procedure to be followed to ensure that the economic value of financial assets is reasonably estimated based on the assessed cash flows arising out of repayments and recovery prospects. However, it has come to notice that in some cases NPAs have been sold for much less than the value of available securities and no justification has been given.

3. Banks should, while selling NPAs, work out the net present value of the estimated cash flows associated with the realisable value of the available securities net of the cost of realisation. The sale price should generally not be lower than the net present value arrived at in the manner described above.

4. Same principle should be used in compromise settlements. As the payment of the compromise amount may be in instalments, the net present value of the settlement amount should be calculated and this amount should generally not be less than the net present value of the realisable value of securities.

Process for filing Form 32 in cases where Director has died and regular DIN is not available

Thanks to CSMysore

This is with regard to filing of form 32 for cessation of directors due to death, who were appointed prior to 1 st July, 2007 and had not obtained approved DIN

1. Please send an email to appl.helpdesk@mca.gov.in furnishing following details under heading – 'Form 32 – death case, No DIN'

v Name of the company (in which the individual was a director)

v Name of the deceased Director

v Date of birth

v Date of appointment as Director

v Date of filing of Form 32 for appointment

v Date of death (along with certified copy of death certificate issued by competent authority)

(e.g) e-mail address of the company

2. Upon receipt of email, MCA Helpdesk will check and consider the information submitted and if found satisfactory, MCA Helpdesk will intimate the status/ outcome of the ticket to the stakeholder. If MCA Helpdesk needs additional information from the stakeholder, he will send an email to the Company accordingly.

3. Upon receipt of approval email from MCA, stakeholder will be required to file the form directly with the concerned ROC along with - signed form 32, necessary attachments, and a copy of approval e-mail and proof of payment of filing fee, with the respective ROC office. Filing Fee will be paid through ' Pay Miscellaneous Fee' option on MCA portal.

4. ROC will process / approve the form, scan the physical form 32 along with its attachments and upload the same in the electronic records of the company through 'On Demand Scanning' option.

5. ROC will update the relevant records/ data of the company accordingly.



--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/thisisvj@gmail.com

Thursday, October 4, 2007

Demerger/Non Compete Clause Case

Ashim Investment Co. Ltd.,

Where in view of demerger scheme, subsidiary companies of transferor-company, personally holding equity shares in transferee-company would be entitled to allotment of further equity shares in transferee-company, it would not amount to violation of Section 42; as Section 42(3) provides an exception to general rule and permits a subsidiary company to continue as member of holding company.

"42(3) This section shall not prevent a subsidiary from continuing to be a member of its holding company if it was a member thereof either at the commence­ment of this Act or before becoming a subsidiary of the holding company, but except in the cases referred to in sub-section (2), the subsidiary shall have no right to vote at meetings of the holding company or of any class of members thereof".

Held that Section 42 provides that a subsidiary company cannot hold shares or be a member of its holding company. Section 42(3) provides an exception to general rule and permits a subsidiary company to continue as member of holding company. Existing shareholding of the subsidiary company in the holding company will be protected under section 42(3), but the subsidiary companies will not have any voting rights.

Non Compete Clause

Supreme Court in Gujarat Bottling Co. Ltd v. Coca Cola, HELD that any NEGATIVE COVENANT in an agreement which was operative during the SUBSISTENCE of a contract was VALID but such negative covenant in an agreement which were purported to be made operative AFTER the expiry of the agreement were VOID being restrictive of trade under Section 27 of The Indian Contract Act, 1872.



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Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/

Wednesday, October 3, 2007

General Circular No. 13/2007 Dated 27/09/2007 - Section 141 of the Companies Act, 1956 regarding extension of time for filing documents by companies and levy of additional fee

The final position is http://yehseeyes.blogspot.com/2008/07/companies-acte-form-8-within-30-days-of.html

The Hon'ble Company Law Board has allowed the petition and passed an order dated 1.8.2007 which is re-produced as follow:

"The Central Government, through the Secretary, Ministry of Corporate Affairs, has filed this instant application under Section 141 of the Companies Act, 1956 seeking for directions of this Board to permit Registrars of Companies to condone the delay beyond the prescribed period of 60 days and 30 days from the date of registration/modification and satisfaction of charges respectively. I heard the representatives of the Central Government. Presently, the power to condone delay rests with this Board in terms of Section 141 of the Act. Even though, this power has been sought to be conferred on the Central Government by the Companies (Second Amendment) Act, 2002, the same has not been notified due to pendency of proceedings before the Supreme Court. The power exercised by this Board under Section 141 is purely procedural and very rarely any adjudicatory issue arises. In other words, there has been hardly any legal issue requiring application of mind is involved in disposal of the applications under Section 141. Taking this aspect into consideration and also the fact that a lot of time, efforts and money are involved in prosecuting an application under Section 141, I find justification in the application of the Central Government. Accordingly it is directed as follows:

(1) In cases where there are no disputes, the Central Government is authorised to accept registration/modification/satisfaction of charge up to a period of 300 days from the dates of events.

(2) Additional fees as prescribed in terms of Section 611(2) of the Act shall be levied for the delay beyond 30 days. The Central Government shall notify a slab system of levying additional fee up to 300 days.

(3) Since the very purpose of the application is to avoid time and efforts, the Central Government may ensusre that MCA-21 system accepts the documents on payment of additional fees so that physical approach to ROC for registration can be avoided.

(4) These directions will be effective from a date to be notified by the Central Government.

(5) All the applications pending with the Company Law Board as on the date of Notification by the Central Government shall be disposed of by the respective Regional Benches as hereto before.

(6) However the present system of filing applications before the Company Law Board in terms of Section 141 will continue in respect of:

a. where the delay is beyond 300 days from the dates of events;

b. Rectification of register of charges; and

c. when documents are sought to be filed by the lenders.

(7) The Central Government shall send a copy of this order to all Regional Directors/Registrars of Companies and Regional Benches of the Company Law Board."

Pursuant to the order dated 01.08.2007 passed by the Company Law Board as reproduced above, following decisions have been taken for implementation of the said order:-

(i) The aforesaid order shall take effect from the 27th October, 2007.

(ii) Documents under the defined categories for registration/ modification/ satisfaction of charge, excepting those mentioned under Para 6 of the order, shall be accepted for filing under MCA 21 system up to 300 days from the event date with effect from 27 th October,2007.

(iii) The Registrar of Companies shall register the documents so filed in cases where: (a) there are no disputes and (b) there is an omission in filing of the particulars or the registration/ modification of the charge or in giving of intimation of payment or satisfaction thereof within a period of 60 days and 30 days respectively, up to a period not exceeding 300 days from the date of event by levying additional fee prescribed in section 611(2) i.e. not exceeding ten times the amount of fee specified in Schedule X.

(iv) All applications pending with the Company Law Board, prior to the effective date i.e. the 27th of October, 2007 for extension of time in omission of filing of the particulars or the registration/ modification of the charge or for the giving of intimation of payment or satisfaction thereof within a period of 60 days and 30 days respectively, shall be disposed of by the respective Regional Benches as hereto before.

(v) Documents filed on the portal (www.mca.gov.in), prior to the effective date i.e. the 27th of October, 2007 for registration /modification of the charge or for the giving of intimation of payment or satisfaction thereof after a period of 60 days and 30 days respectively, shall not be registered by the concerned Registrar until the delay is condoned by the respective Regional Benches as hereto before.

(vi) The present system of filing applications before the Company Law Board in terms of Section 141 shall continue in respect of all other matters except for extension of time in omission of filing of the particulars of the registration/ modification of the charge or for the giving of intimation of payment or satisfaction thereof up to a period not exceeding 300 days from the date of event.

(vii) The slab system for levy of additional fees, pursuant to para (2) of the order of the CLB referred to above, in terms of section 611(2) shall be as per Ministry's Press note No.2 dated 21-3-1995 as may be amended from time to time.



--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/ thisisvj@gmail.com

Amendment - Companies Act - Extention of 300 Days for registeration of Creation / Statisfaction of Charge U/s 125/138

Dear All,

As we all know that in the case of creation of charge as per Section 125 of the Companies Act, 1956 we need to register a charge within 30 days next immediately following the expiry of the initial period of 30 days on payment of additional fee in terms of Section 611(2). The same provisions are applicable to the modification of charges under Section 135. However, in the case of satisfaction the facility of extension of period of 30 days is not available to the Registrar for the registration of satisfaction of charges under Section 138 of the Act.

The powers to condone the delay and grant extension for filing these documents beyond a period of 60 days or 30 days, as the case may be, vest in the Company Law Board (CLB) in terms of provisions contained in Section 141 of the Act.

It was observed with the implementation of e filing under MCA-21 e-governance programme that a large number of applications are required to be filed with the CLB for condonation of delay beyond the period of 60 days.

In consideration of the time and costs involved in pursuing these applications with the CLB, the Ministry of Corporate Affairs filed a petition before the CLB seeking appropriate directions to allow the Central Government to extend the time, in cases where filing of the particulars or the registration/ modification of the charge or the intimation of payment or satisfaction thereof does not take place within a period of 60 days and 30 days respectively, up to a period not exceeding 300 days from the date of event, on levy of additional fee prescribed under section 611(2).

The Hon'ble Company Law Board has allowed the petition and passed an order dated 1.8.2007.

Also find attached relevant circular issued by Ministry of Corporate Affairs for your perusal.

Thanks & Regards

Alagar
09884731993





Monday, October 1, 2007

SECURITIES CONCEPTS TO DIGEST

American Depository Receipts (ADR) (U.S.)

A certificate issued in the United States in lieu of a foreign security. The original securities are lodged in Bank/Custodian abroad, and the American Depository Receipts (ADRs) are traded in the US for all intents and purposes as if they were a domestic stock. An ADR dividend is paid in US dollars, so it provides a way for American investors to buy foreign securities without having to go abroad, and without having to switch in and out of foreign currencies.

Global Depository Receipts

Any instrument in the form of a depository receipt or certificate (by whatever name it is called) created by the Overseas Depository Bank outside India and issued to non-resident investors against the issue of ordinary shares or Foreign Currency Convertible Bonds of issuing company.

Indian Depository Receipt

A receipt, evidencing an underlying foreign security, issued in India by a foreign company which has entered into an agreement with the issuer and depository, custodian and depository or underwriters and depository, in accordance with the terms of prospectus or letter of offer, as may be prescribed.

Bonus Shares

Shares issued by companies to their shareholders free of cost by capitalization of accumulated reserves from the profits earned in the earlier years.

Cumulative Convertible Preference Shares

A type of preference shares where the dividend payable on the same accumulates, if not paid. After a specified date, these shares will be converted into equity capital of the company.

Participating Preference Shares

The right of certain preference shareholders to participate in profits after a specified fixed dividend contracted for is paid. Participation right is linked with the quantum of dividend paid on the equity shares over and above a particular specified level.

Grey Knight

One who offers to buy shares of the bidding company as an aid to the defence.

White Knight (U.S.)

A friendly bidder, willing to offer more for a target share than an existing hostile bidder to rescue a company that is about to fall into the hands of an unwelcome suitor. They are usually persuaded by the company that is subject to a hostile bid to come to its rescue.

Insider

Any person who, is or was connected with the company or is deemed to have been connected with the company, and who is reasonably expected to have access, connection, to unpublished price sensitive information in respect of securities of a company, or who has received or has had access to such unpublished price sensitive information

Insider trading

Practice of corporate agents buying or selling their corporation's securities without disclosing to the public significant information which is known to them but which has not yet affected the price.

Market capitalization

The market value of a company, calculated by multiplying the number of shares issued and outstanding by their current market price.

Merchant Banker

Any person who is engaged in the business of issue management either by making arrangement regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.

Price sensitive information

Any information, which relates directly or indirectly to a company and which if published, is likely to materially affect the price of securities of the company.

Preferential allotment

Further issue of shares / securities convertible into equity shares at a later date, to a select group of persons in preference to all the existing shareholders of the company.

Tender Offer

Tender offer means an offer by a company to buy back its specified securities through a letter of offer from the holders of the specified securities of the company.

Stakeholder

Any individual or group who has an interest in a firm; in addition to shareholders and bondholders, includes labor, consumers, suppliers, the local community and so on.

Warrant

An options contract often sold with another security. For instance, corporate bonds may be sold with warrants to buy common stock of that corporation. Warrants are generally detachable.

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Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/



B Smart to Take Over

1.What is meant by Takeovers & Substantial acquisition of shares?

When an "acquirer" takes over the control of the "target company", it is termed as Takeover. When an acquirer acquires "substantial quantity of shares or voting rights" of the Target Company, it results into substantial acquisition of shares. The term "Substantial" which is used in this context has been clarified subsequently.

2.What is a Target company?

A Target company is a listed company i.e. whose shares are listed on any stock exchange and whose shares or voting rights are acquired/ being acquired or whose control is taken over/being taken over by an acquirer.

3.Who is an Acquirer?

An Acquirer means (includes persons acting in concert (PAC) with him) any individual/company/any other legal entity which intends to acquire or acquires substantial quantity of shares or voting rights of target company or acquires or agrees to acquire control over the target company.

4.What is meant by the term "Persons Acting in Concert (PACs)"

PACs are individual(s) /company(ies)/ any other legal entity(ies) who are acting together for a common objective or for a purpose of substantial acquisition of shares or voting rights or gaining control over the target company pursuant to an agreement or understanding whether formal or informal. Acting in concert would imply co-operation, co-ordination for acquisition of voting rights or control. This co-operation/ co-ordinated approach may either be direct or indirect.
The concept of PAC assumes significance in the context of substantial acquisition of shares since it is possible for an acquirer to acquire shares or voting rights in a company "in concert" with any other person in such a manner that the acquisition made by them may remain individually below the threshold limit but may collectively exceed the threshold limit.
Unless the contrary is established certain entities are deemed to be persons acting in concert like companies with its holding company or subsidiary company, mutual funds with its sponsor / trustee/ Asset management company, etc.

5.How substantial quantity of shares or voting rights is defined?

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 has defined substantial quantity of shares or voting rights distinctly for two different purposes:
I. Threshold of disclosure to be made by acquirer(s):
1) 5% and more shares or voting rights: A person who, alongwith PAC, if any, (collectively referred to as " Acquirer" hereinafter) acquires shares or voting rights (which when taken together with his existing holding) would entitle him to more than 5% or 10% or 14% shares or voting rights of target company, is required to disclose at every stage the aggregate of his shareholding to the target company and the Stock Exchanges within 2 days of acquisition or receipt of intimation of allotment of shares.
2) Any person who holds more than 15% but less than 55% shares or voting rights of target company, and who purchases or sells shares aggregating to 2% or more shall within 2 days disclose such purchase/ sale along with the aggregate of his shareholding to the target company and the Stock Exchanges.
3) Any person who holds more than 15% shares or voting rights of target company and a promoter and person having control over the target company, shall within 21 days from the financial year ending March 31 as well as the record date fixed for the purpose of dividend declaration, disclose every year his aggregate shareholding to the target company.
4) The Target company, in turn, is required to inform all the stock exchanges where the shares of target company are listed, every year within 30 days from the financial year ending March 31 as well as the record date fixed for the purpose of dividend declaration.


(II) Trigger point for making an open offer by an acquirer
1) 15% shares or voting rights:
An acquirer who intends to acquire shares which alongwith his existing shareholding would entitle him to exercise 15% or more voting rights, can acquire such additional shares only after making a public announcement (PA) to acquire atleast additional 20% of the voting capital of target company from the shareholders through an open offer.
2) Creeping acquisition limit:
An acquirer who holds 15% or more but less than 55% of shares or voting rights of a target company, can acquire such additional shares as would entitle him to exercise more than 5% of the voting rights in any financial year ending March 31 only after making a public announcement to acquire atleast additional 20% shares of target company from the shareholders through an open offer.
3) Consolidation of holding:
An acquirer who holds 55% or more but less than 75% shares or voting rights of a target company, can acquire further shares or voting rights only after making a public announcement to acquire atleast additional 20% shares of target company from the shareholders through an open offer.

6.How is "control" defined?

Control includes the right to appoint directly or indirectly or by virtue of agreements or in any other manner majority of directors on the Board of the target company or to control management or policy decisions affecting the target company. However, in case there are two or more persons in control over the target company the cesser of any one of such persons from such control shall not be deemed to be a change in control of management nor shall any change in the nature and quantum of control amongst them constitute change in control of management provided this transfer is done in terms of Reg. 3(1)(e). Also if consequent upon change in control of the target company in accordance with regulation 3, the control acquired is equal to or less than the control exercised by person (s) prior to such acquisition of control, such control shall not be deemed to be a change in control.

7.What is a Public Announcement (PA)?

A public announcement is an announcement made in the newspapers by the acquirer primarily disclosing his intention to acquire shares of the target company from existing shareholders by means of an open offer.

8.What are the disclosures required to be made under Public Announcement?

The disclosures in the announcement include the offer price, number of shares to be acquired from the public, identity of acquirer, purpose of acquisition, future plans of acquirer, if any, regarding the target company, change in control over the target company, if any, the procedure to be followed by acquirer in accepting the shares tendered by the shareholders and the period within which all the formalities pertaining to the offer would be completed.

9.What is the objective of Public Announcement?

The Public Announcement is made to ensure that the shareholders of the target company are aware of an exit opportunity available to them.

10.Can Acquirer make an offer for less than 20% of shares?

No, the acquirer cannot make an offer for less than 20% of shares. The acquirer has to make an offer for a minimum of 20% (less only in specified cases).

11.Who is required to make a Public Announcement and when is the Public Announcement required to be made?

The Acquirer is required to appoint a Merchant Banker (MB) registered with SEBI before making a PA . PA is required to be made through the said MB. The acquirer is required to make the P.A within four working days of the entering into an agreement to acquire shares or deciding to acquire shares/ voting rights of target company or after any such change or changes as would result in change in control over the target company.
In case of indirect acquisition or change in control, the PA shall be made by the acquirer within three months of consummation of such acquisition or change in control or restructuring of the parent or the company holding shares of or control over the target company in India. The offer price in such cases shall be determined with reference to the date of the public announcement for the parent company and the date of the public announcement for acquisition of shares of the target company, whichever is higher, in accordance with the parameters mentioned in the Takeover Regulations.

Chinese Walls

Artificial barriers to the flow of information set up in large firms to prevent the movement of sensitive information between departments.

Escrow account

The trust account established by a broker under the provisions of the license law for the purpose of holding funds on behalf of the broker's principal or some other person until the consummation or termination of a transaction

Hostile Bid

An effort to gain control of a target company that has not been agreed to by the target's management and board, usually through a tender offer or an unsolicited proposal to the board. Sometimes called an unsolicited bid.


--
Vj
Trezrrr every pulsss
http://yehseeyes.blogspot.com/ thisisvj@gmail.com


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