query- shares

Others 631 views 9 replies

Dear All,

A ltd get demerged from B ltd which is listed entity in the year 2000. Directors and promoters of both A ltd and B ltd are brothers.
Can now A ltd purchase the shares of B ltd from open market?
whether  A ltd  to made any disclosure regarding the same any where?

Kindly furnish your views.

Replies (9)

In your case, before purchasing the shares by ‘A’ limited, you should be complied with the SEBI – (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Further, the promoter of “B’ limited is an individual, the following categories are fall in purview of definition of Promoter and Promoter group under said regulation.

(i)          His spouse, parents, brothers, sisters and children;

(ii)         Any company in which 26% or more of the equity share capital is held by him or by the persons mentioned in sub clause(i) is a partner or member;

(iii)       Any company in which a company specified in sub-clause(ii), holds more than 50% of the equity share capital;

(iv)        Any firm in which the aggregate of his holding and the holdings of persons mentioned in sub-clause (i) is more than 50% percent.

Certain disclosures need to be made depend upon the quantity shares or voting rights acquired by ‘A’ Limited.

After Purchasing, the shares ceiling limit of promoter or promoters group shall not exceed the limit as prescribed by SEBI or As per Listing Agreement.

Dear Mani,

Kindly clarify the above in more detail. What all disclosures A ltd have to made in this regard under SAST,1997.

Secondly, would A ltd falls under the categaory of promoters of  B ltd.

 

Kindly reply pls.

 

 

Dear all,

 

Any views on the subjected matter.

Dear Meenu, As per my academic knowledge, ‘A’ Limited must be treated as promoter or promoter of group of ‘B’ because of Promoter of ‘A’ is brother of promoter of ‘B’ limited. Further, I enclosed hereto one checklist under SAST regulation for your kind reference.

Dear Mani,

 

Thnxs for your  reply.

 

Regards,

meenu

Dear Mani,


Should A ltd don't fall under the category of Qualifying  Promoters under SEBI(SAST),1997.

Regards,

Meenu

DEAR MEENU, Thank you for enlighten on this subject and can you explain breifly, why A ltd do not fall under the category of promoter of B Ltd.

 

Dear Mani,

Yes, A ltd is promoter of B ltd. Kindly clarify whether disclosure u/r 7(1A) of SEBI (SAST),1997 is required to be made.

The position is that presently in  B ltd promoters holding is 65% . A ltd can purchase more 5% u/r 11(2). Now whether disclosure u/r 7(1A) is required to be made, where it is stated that on purchase of 2% disclosure is required to be made to target company  and st. exch.

regards,

Meenu

Dear Meenu, As per acadamic Knowledge; The disclosure under regulation 7(1A) read with regulation 11 of SAST, 1997- acquisition up to 5% without giving public announcement within a financial year and when the acquirer's purchase or sale is 2% or more he needs to disclose. If such person acquiring less than 2%, he need not disclose.


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