Mention the important conditions to be followed by the Directors of the Target Company under Regulation 24 of the Securities and Exchange Board of India (Substantial Acquisitions and Take Overs) Regulations, 2011?

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
Mention the important conditions to be followed by the Directors of the Target Company under Regulation 24 of the Securities and Exchange Board of India (Substantial Acquisitions and Take Overs) Regulations, 2011?

Answer & Explanation:

Regulation 24 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, imposes certain conditions on the Directors of the Target Company during an open offer period to ensure fair play and protect the interests of shareholders. The important conditions are: Appointment of Acquirer's Representatives: During the offer period, no person representing the acquirer or any person acting in concert with him shall be appointed as a director on the board of directors of the target company, whether as an additional director or in a casual vacancy. Proviso: After an initial period of fifteen working days from the date of the detailed public statement, such appointments may be effected if the acquirer deposits 100% of the consideration payable under the open offer in cash in the escrow account referred to in Regulation 17. Further Proviso: If the open offer is subject to specific conditions (as per Regulation 23(1)(c)), no director representing the acquirer may be appointed during the offer period unless the acquirer has waived or attained such conditions and complies with the escrow deposit requirement. Conditional Open Offers: Where an open offer is made conditional upon a minimum level of acceptances, the acquirer and persons acting in concert shall not be entitled to appoint any director representing them on the board of the target company during the offer period, regardless of the size of the cash deposited in the escrow account. Pendency of Competing Offers: During the pendency of competing offers, no new director shall be inducted into the board of directors of the target company by any acquirer or person acting in concert, regardless of the size of the cash deposited in the escrow account. Proviso: In the event of death or incapacitation of any director, the vacancy may be filled by any person subject to approval of such appointment by shareholders of the target company by way of a postal ballot. Participation of Acquirer's Directors in Board Deliberations: If the acquirer or any person acting in concert is already represented by a director on the board of the target company, such director shall not participate in any deliberations of the board of directors of the target company or vote on any matter in relation to the open offer.

Topics: SEBI Regulations

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