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Ankur sir , please help

Mrs.n (CS, LL.B ) (407 Points)

07 June 2013

PROMOTER/ PAC / PROMOTER GROUP

Dear Ankur Sir ,

I need to redefine the promoter group in clause 35 of my company where i need to check whether the other connected pub / pvt companies in the Group will come under the Promotor group or not.In existing cl.35, if we have missed any , we need to include that now.

for that , I have tried hard enough to understand the above definitions from takeover code and icdr regulations , but these are very technical terms and needs guidence from the seniors.

I Have read your various articles on various subjects which are very helpful to understand the technicality of the subject. i request you to please crack these definations in most understandable way as it will be very useful to many of us .

Reagrds

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4 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 June 2013

1. Kindly post the exact text of definitions you are referring.

2. Further Complete postmortem of the definition would be a bit time consuming so it would be better to post your exact doubt/interpretation problem w.r.t. the language/clause of definition.

Thanks

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Mrs.n (CS, LL.B ) (407 Points)
Replied 07 June 2013

Dear Sir,

many many Thanks for the prompt reply sir.

pl.find below the extract of definitions of which help is sought .

Extract of Regulations 2 (1) (q) (2) (xiii) of PAC OF TAKEOVER REGULATIONS, 2011

an investment company or fund and any person who has an interest in such investment company or fund as a shareholder or unitholder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent of the paid-up capital of that investment company or unit capital of that fund:

Extract of Regulations 2 (1) (zb) of Promoter group of ICDR regulations , 2009

in case promoter is a body corporate:

(C) any body corporate in which a group of individuals or companies or combinations thereof which hold twenty per cent. or more of the equity share capital in that body corporate also holds twenty per cent. or more of the equity share capital of the issuer; and

(iv) in case the promoter is an individual:

(A) any body corporate in which ten per cent. or more of the equity share capital is held by the promoter or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of his immediate relative is a member;

(B) any body corporate in which a body corporate as provided in (A) above holds ten per cent. or more, of the equity share capital;

(C) any Hindu Undivided Family or firm in which the aggregate shareholding of the promoter and his immediate relatives is equal to or more than ten per cent. of the total;

regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 June 2013

Extract of Regulations 2 (1) (zb) of Promoter group of ICDR regulations , 2009

Let us take an example.

The issuer company name is Bachhan Films Limited.

Promoter of Bachhan Films Limited are:

Aamir Khan production Limited
Mr. Amitabh Bhchhan

(iii) in case promoter is a body corporate: (Here Aamir Khan production Limited is a promoter of Bachhan Films Limited and comes under the category of body corporate.)

(A) A holding or subsidiary company of the promoter i.e. Aamir Khan Production Limited.

(B) Any body corporate (say A limited) in which Aamir Khan production Limited holds 10 percent or more or such body corporate (A limited) holds 10 percent or more in Aamir Khan Production Limited. In this case A limited will be promoter of Bachhan Films Limited.

(C) If a common group of individuals or companies or combinations thereof holds 20% or more of the equity share capital of some XYZ limited and Bachhan Films Limited (issuer company) simultaneously, then such XYZ Limited will be treated as promoter of Bachhan Films Limited (issuer company) because of few common shareholders.

(iv) in case the promoter is an individual: (Here Mr. Amitabh Bhchhan is an individual promoter of Bachhan Films Limited and comes under the category of individual.)

(A) Reliance Industries Limited (RIL) in which ten per cent or more of the equity share capital is held by Mr. Amitabh Bhchhan (the promoter of Bachhan Films Limited) or an immediate relative of the Mr. Amitabh Bhchhan or a firm or Hindu Undivided Family in which the Mr. Amitabh Bhchhan or any one or more of his immediate relative is a member;

In this case such Reliance Industries Limited (RIL) will be treated as promoter of Bachhan Films Limited (issuer company) because Mr. Amitabh Bhchhan or his affiliates are holding ten per cent or more of the Reliance Industries Limited (RIL).

(B) Ranbir Entertainment Limited in which Reliance Industries Limited (RIL) as provided in (A) above holds ten per cent or more, of the equity share capital;

In this case such Ranbir Entertainment Limited will be treated as promoter of Bachhan Films Limited (issuer company) because Reliance Industries Limited (RIL) is holding ten per cent or more of the Ranbir Entertainment Limited.

(C) any Hindu Undivided Family or firm in which the aggregate shareholding of the Mr. Amitabh Bhchhan and his immediate relatives is equal to or more than ten per cent.

In this case such Hindu Undivided Family or firm will be treated as promoter of Bachhan Films Limited (issuer company) because Mr. Amitabh Bhchhan and his immediate relatives is holding ten per cent or more in the Hindu Undivided Family or firm.

Thanks