listed co. as subsi of pvt.ltd.

Others 831 views 3 replies

 

Dear Learned Members
 
There is a listed co. A Ltd., promoters are Mr. X, Mr. Y, Mr. C & PQR pvt. ltd.
Promoters holding in A ltd. is 55% aggregate.
 
Due to inter se amongst  all 4 promoters, the holding of  POQ Pvt, ltd. in A ltd. increases to 51%. By virtue of this, A ltd. became the subsi of PQR, a closely held co.

Inter se transfer are exempted under Takeover code.

My query is that:

1. Whether it is permitted for a pvt. co. to hold more than 51% in listed co.
2. Is there any law governing such situation??
3. Is the listed co. have to inform any statutory authority or  need to take their approval??

Rgds
Shweta Gupta
Replies (3)

Yes a pvt company can be holding of listed one.

You have to intimate the stock exchange in case of inter se transfer and also make yearly disclosure.

Hi Shweta,

 

1. Whether it is permitted for a pvt. co. to hold more than 51% in listed co. -Yes
2. Is there any law governing such situation?? 3. Is the listed co. have to inform any statutory authority or  need to take their approval??
 
No approval is required for the situation, you need to incorporate fact in the minutes books of PQR Pvt Ltd and note in BM for incorporating subsidary.
 
Intimation to stock exchanges are required.
 
Inter se transfer are exempted subject to conditions and also yearly disclosures are required.
 
Regards
Jaideep Pandya

No Approval Required.

 

In your case you have to do following:-

 

Under takeover code:-

If the Acquisition is less than 5 % of the total voting share capital of the Company:-

 

No issues, just to inform SE about the acquisition, clearly mention that it is a interse transfer and such and such percentage although acquisition is exempt, however, intimation is being send to you in order to follow good corporate government practice.

 

if the Acquisition is exceeding 5 % of the total voting share capital of the Company:-


The company has to inform SE atleast 4 working days prior to the date of proposed acquisition.

 

if the Acquisition is 15 % or more of the voting in the Company:-

The acquirer has to inform to the company and SEBI has to within 21 days of the acquisition along with supporting documents. The company in turn inform to the SE. The Acquirer has also to pay Rs. 25000/- by way of DD or banker cheque payable at mumbai along with this dislcosure.


Under Insider Trading Regulations:-

 

Any person who holds more than 5% Shares or voting rights in a ny listed company shall disclose to the company in form C the number of shares or voting rights held and change in shareholding or voting rights, within 4 working days of the acquisition, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last dislcosure more than 2%.

The Company in turn, dislcose to all SE within 5 days of receipt of above information,


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