AuthorCA Jayant Thakur

SEBI prohibits issue of shares with “superior” rights

SEBI has issued a circular dated July 21, 2009, to make amendments to prohibit issue of shares with superior voting rights by listed companies. This is pursuant to SEBI announcement discussed by Mr. Umakanth earlier in this blog here and that post makes an interesting analysis of the term “superior voting rights”, particularly in comparison with the existing term “differential...

“Clarifications” by SEBI to the additional 5% creeping acquisition requirements

Readers may recollect that SEBI had amended the Takeover Regulations vide a notification dated October 30, 2008 and a 5% creeping acquisition was introduced for holding between 55-75% under certain conditions. This notification was discussed by me in this blog here. Certain concerns were raised as to the interpretation of the notifications. SEBI has apparently given certain clarifications as...

SEBI notifies Delisting Regulations 2009 – old but matured wine in a new bottle

SEBI has notified Regulations for delisting of equity shares (available here). While I will post a more detailed article over the weekend, some quick comments follow. Delisting of equity shares is without any doubt a sensitive and controversial issue. A listed company may have several valid reasons for delisting its equity shares. However, even a whisper of delisting is often found sufficient to...

Is it time to sentence Share Warrants to Dishonorable Discharge?

(SEBI DIP Guidelines amendments – Part 2) Several amendments have been made to the SEBI DIP Guidelines as briefly highlighted here. I am sharing a few more thoughts on two areas, but in separate posts. This post focuses on the increase of minimum deposit on Share Warrants from 10% to 25% of issue price. This amendment was the least unexpected, even too late. Too late because it has already...

SEBI amends DIP Guidelines – quick highlights

SEBI has amended the DIP guidelines vide circular dated 24th February 2009. Several amendments have been made and while some are minor or consequential to other amendments made recently, some are far reaching. While I will post more detailed comments later, let me quickly highlight a few important changes. 1)      Listing of equity shares with differential...

SEBI amends Takeover Regulations – but on a narrow, Satyam-type cases, compass

SEBI has amended the Takeover Regulations today, Friday, 13th February 2009 (see here) and the subject is what we had all been expecting and that it is an enabling provision to exempt open offer requirements in Satyam-like cases. The amendment empowers SEBI to exempt from one or more provisiions of the Chapter III of the SEBI Act, mainly thus from the requirement of making an open offer and...

Disclosure of Pledge of shares of Promoters – some more thoughts

SEBI had notified amendments requiring disclosure of pledged/encumbered shares of Promoters that were discussed preliminarily here where the links of the notifications were also given. A reading of these notifications, issued differently over a few days, but read together, reveals some points worth highlighting here. 1.      It may be recollected that now there are three...

SEBI provides disclosure formats for pledged shares of Promoters

Further to my earlier post here, SEBI has issued today, 3rd February 2009, two circulars which essentially lay down formats for disclosures of pledged shares by Promoters and related matters. The first one gives the format for disclosures pursuant to newly introduced Regulation 8A of the Takeover Regulations and the second one provides for amendment to Clause 35/41 of the Listing Agreement for...

SEBI notifies amendments for disclosure of pledged shares of Promoters

SEBI has notified here the amendments requiring disclosure of pledged shares of Promoters and persons forming part of the Promoter Group (referred collectively as “Promoters” here). This issue has been the hot topic on and off this Blog and hence much background is not required for this except a few brief following sentences. The Satyam episode brought to the forefront the concern...

SEBI decides to make disclosure of pledged shares by Promoters mandatory

SEBI has finally decided to make disclosure of shares held by Promoters in listed entities owned by them mandatory (see the press release). The relevant paragraph reads as under:- “To enhance the disclosure requirements, SEBI Board, in its meeting held today, decided to make it mandatory on the part of promoters (including promoter group) to disclose the details of pledge of shares held by...

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