This is what I am asking ,  As per my understanding if Targer Company is Unlisted Company and Acquirer is Listed Company No disclosure is required to be given under Takeover Code. 

Anyone can be acquirer but Target Company has to be Listed Company, No disclosre required if an unlisted Company is acquired by a Listed Company under Takeover Code.

Yes Smritiji,  this understanding is not incorrect as per the takeover code. In short, it affirms to the provisions of the takeover code. 

Under which Regulation of Takeover Code , An Acquirer (Listed Company) who has acquired Shares of  unlisted Company has to give disclosure.

thnx a lot everyone for ur valuable answers........ n smriti.... disclosures come under regulations 29 to 31

Dear Manpreet, Regulation 29 to 31 of Takeover Regulation gives various disclosure when acquirer acquires specific persentage of share in Target Company and as defined in the Regulations Target Company  means a company  and includes a body corporate or corporation established under a Central legislation, State legislation or Provincial legislation for the time being in force, whose shares are listed on a stock exchange. 

In which Regulation the disclosure under Takeover Code is required When an Acqirer is Listed Company and Company whose shares are being acquired is an Unlisted Company ?

As per Takeover Code Target Company can only be a Listed Company.

 

Smriti, as per Reg. 1(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, :

“These regulations shall apply to direct and indirect acquisition of shares or voting rights in, or control over target company.”

And as per Reg. 2 (z), a “target company” means a company and includes a body corporate or corporation established under a Central legislation, State legislation or Provincial legislation for the time being in force, whose shares are listed on a stock exchange.

Thus, a disclosure under Reg. 29, 30 and 31 of the code is not required when a target company is an unlisted company.

Further, your contention is correct.

Legal Aspects of Takeover

The legislations/regulations that mainly govern takeover is

1. SEBI (SAST) Regulations 2011.

2. Companies Act,1956.

3.Listing Ageement.

SEBI (SAST) Regulations 2011 lays down the procedure to be followed by an aquirer for aquiring majority shares or controlling interest in another company.

as far as companies act concerned the provision of section 372A apply to the aquisition of shares through a company. section 395 of companies act lays down  legal requirments for the purpose of take-over of an unlisted company through transfer of undertaking to another company 

The Takeover of a listed company is regulated by clause 40A and 40B of the listing Agreement seeks to regulate takeover activities independently and impose certain requirments of disclousers and transparency.

Regards

Rakesh

Thanks Veeral.

Manpreet Disclosure under Takeover code is required to be made if the Target Company is Listed Company & acquitions cross the prescribed limits mentioned in the code.

The Acquirer can be a private company or an individual. Acquirer need not be Listed Company.

In ur case the Private Company has acquired only 0.11% for first time only. So as of now no disclosure is required.

But u see the definition of Persons acting in concert.  See how much aggregate  has been acquired by all the entities falling in this definitions & than do the compliance.

Dear all,

We have 6 companies in our group .We want to merged two of them. both the share holder and directors of both companies are common .companies are pvt.ltd. unlisted.

PLEASE HELP .is it under section 395 of companies? what is the detail procedure?