During the financial year 2015-16, Deepak was holding 20% of the paid-up share capital in CML Ltd. He wants to increase his shareholding further by 10%, so that he becomes entitled to exercise more than 25% voting rights

CS Professional · Advanced Company Law and Practice · PYQS · June 2016
During the financial year 2015-16, Deepak was holding 20% of the paid-up share capital in CML Ltd. He wants to increase his shareholding further by 10%, so that he becomes entitled to exercise more than 25% voting rights. Deepak seeks your advice on the obligations to which he and the company be subject to in this regard. Advise.

Answer & Explanation:

In terms of Regulation 3(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an acquirer, who (along with persons acting in concert, if any) holds less than 25% shares or voting rights in a target company and agrees to acquire shares or acquires shares which along with his/person acting in concert's existing shareholding would entitle him to exercise 25% or more shares or voting rights in a target company, will need to make an open offer before acquiring such additional shares. Accordingly, he has to comply with the obligation relating to open offer including appointment of merchant banker, public announcement etc. Note: It is presumed that the company is listed company. In case of an unlisted public limited company: He can acquire shares from other shareholder and got it register in its name. The share transfer instrument shall be in form SH-4. Transferor shall pay share transfer stamp duty. On submission of duly filled and stamped share transfer form along with relevant share certificates to the company, the company shall register the transfer and endorse the share certificates.

Topics: Takeovers

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