Corporate Professionals Blog

SEBI (SAST) Regulation, 2011 provides that whenever Acquirer acquires the shares or voting rights of the Target Company in excess of the limits prescribed under Regulation 3 and 4, than Acquirer is required to give a Public Announcement of an Open Offer to the shareholder of the Target Company. During the process of making the Public Announcement of an Open Offer, the Acquirer is required to give Public Announcement and publish Detailed Public Statement. The regulations have prescribed the separate timeline for Public Announcement as well as for Detailed Public Statement.  Public Announcement  Detailed Public Statement  Timing of Pubic Announcement

Introduction: An Expert Group was constituted by Ministry of Corporate Affairs to study the legislative and regulatory architecture of the Societies Registration Act, 1860 and to understand and gauge the ground level situation of societies operating in India at present.  The Group realized that that there are two different types of societies pertaining in India, one whose functions are restricted to only one state only and others, whose activities are spread in more than one state and it has drafted a Bill in respect of societies having multi- state operations which is called a Multi-State Societies Registration Bill, 2012 (MSSRB, 2011) . A model law governing the registration of societies having operation limited to one state will also be prescribed soon but the said law will have to adopted and enacted by each State separately.

When an acquirer has made an open offer under SEBI (SAST) Regulations, 2011, the acquirer is required to pay consideration for the shares tendered in the open offer. For payment of consideration to the shareholders for the shares tendered by them, the acquirer is given an option under the regulations with regard to the mode of payment of offer consideration. A brief analysis of provisions relating to the mode of payment of offer consideration to the shareholders is detailed below:

Sweat Equity Shares Stock Options Sweat Equity Shares are issued as consideration for creation or transfer of IPRs to the company or as other value addition these can be issued to employees, Officers and Directors of the Company.   ESOPs are given in the nature of Incentive and retention plan these can be issued to employees and officers. ESOPs cannot be issued to Promoter or person belonging to the promoter group. Provisions of Companies Act, 1956, SEBI (Issue of Sweat Equity) Regulations, 2002 and Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003 are applicable to Listed and Unlisted companies. Provisions of Companies Act, 1956 and SEBI (ESOS and ESPS) Guidelines, 1999 is applicable to listed companies. These shares can be issued at discounted price or free for know-how and services to the company. These options can be issued with conversion right at a pre determined price. The issue

‘FDI’ means investment by non-resident entity/person resident outside India in the capital of an Indian company as per Foreign Exchange Management Act (FEMA) Regulations. Investments can be made by non-residents in the equity shares/ fully, compulsorily and mandatorily convertible debentures/ fully, compulsorily and mandatorily convertible preference shares of an Indian company, through the Automatic Route or the Government Route. Under the Automatic Route, the non-resident investor or the Indian company does not require any approval from Government of India for the investment. Under the Government Route, prior approval of the Government of India is required. Proposals for foreign investment under Government route are considered by FIPB.

“India, first of all, came to the game with some just natural advantages: one, English-speaking population; two, real emphasis on education. You also had a country that is very instinctively able to globalize, take the best of the global world and meld it with their own culture.”                                                                                     Tom Friedman, Columnist, the New York Times  Mr. Manoj Kumar Vice President +919910688433 manoj@indiacp.com When you hear of India being called a great country; the first thought that usually comes to the mind is of India being one of the most populated countries, or India having one of the largest geographical areas in the World. But there are other things too which contribute to making India one of the most talked about countries. One such fact is the Indian education system which is one of the largest in the World.

ESOP online is designed to be the destination for all your ESOP related needs be it is Advisory, Preparation or Implementation. Your hunt for finding the right ESOP planner ends here, our Expert Team of Professionals comprising of Company Secretaries, Chartered Accountants, Lawyers with their expert knowledge on the subject can help you in understanding the complexities of implementing a ESOP plan in your Organization. ESOPonline.in is a venture promoted by Corporate Professionals group,

Mr. Chander Sawhney Vice President +9810557353 chander@indiacp.com C ompany A is doing Sugar Business with Value of Say Rs 100 and company B is doing Cement Business with Value of say again Rs. 100 then what should be the value of company C doing both the above business by itself, On unitary basis it should be Rs 200 i.e.  Value of C company  = Value of A company + Value of B company. It seems so simple; however it is not the way how valuation actually happens in the real life scenarios. That’s where the role of a valuer becomes significantly important. A corporate valuer always focus on the risk involved while undertaking any SOTP valuation and gives appropriate discounts accordingly. In the

Foreign Currency Convertible Bond Generally companies offers to Buyback FCCB from their bond holders at discount. In respect to the buyback of FCCB, Reserve Bank of India has issued various circulars stipulating the guidelines for the buyback. Buyback of the FCCB is allowed by the Indian companies under automatic as well as approval route. As per the norms prior to the issue of A. P. (DIR Series) Circular No.1 dated 5th July, 2012 , the Indian companies were allowed to buyback FCCB under the automatic route subject to the minimum discount of 8 per cent on the book value. And under the approval route, the Indian companies were permitted to buyback FCCBs up to USD 100 million of the redemption value per company, out of their internal accruals with the prior approval of the Reserve Bank, subject to a : Minimum discount of 10 per cent of book value for redemption value up to USD 50 million; Minimum discount of 15 per cent of book value for the redemption value over USD 50 m

R ejoices its successful completion of 4 years