Promoter and Promoter Group

Dear Friend,

Under Listing Agreement Promoter and Promoter Group referred to the person or persons named in the prospectus as promoter(s) or the person or persons named as promoter(s) in the filing with the stock exchanges, whichever is later.

Thus, under listing agreement the person or persons whose names are listed as promoter or promoter group in the prospectus or any latest filing with Stock Exchange which ever is later shall be termed as promoter and promoter group.

However, under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 promoter includes in addition to above certain other persons whose names are not listed as promoter or promoter group. As such takeover code provides that if such person is individual or body corporate, it include certain other persons or body corporate as provided therein. Futher it also includes persons having control over the company and also includes Persons Acting in Concert (PAC) whether their names are listed as promoter or not.

Who can be regarded as promoter in the following situation :

A partnership firm having two partner (Grand parent & his Grand son)  formed say about 20 years ago. Now after continuing 4/5 years the partnership converted into a private limited company issuing shareholding to some family members of the two partner; where two partner become minority (holding 45% of total paid up capital). Now they i.e (Grand parent & his Grand son) again formed another Company.

Now my question is, whether both the company can be regarded as having same promoter group ?

--- CA BARENYA SANYAL

            08420146702

can finance advisor as PAC of holding company included in promoter and promoters ?