SECURITIES AND EXCHANGE BOARD OF INDIA
TAKEOVERS DIVISION
SEBI Regularization Scheme, 2002 for non-compliance with regulations
6 and 8 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997
In terms of Chapter II of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred
to as `the Takeover Regulations, 1997') certain categories of persons are
required to disclose their shareholding and/or control in a listed company
to that company. Such companies, in turn, are required to disclose such
details to the stock exchanges where shares of the company are listed.
It has been observed that many listed companies and/or their promoters/
shareholders have either not complied at all or have complied with the
said requirements after the expiry of the time specified in the said regulations.
In terms of Section 15A of the Securities
and Exchange Board of India Act, 1992 (hereinafter referred to as 'the
SEBI Act'), such persons are liable to a penalty not exceeding five thousand
rupees payable for every day during which such failure to furnish information,
return, report, or document etc. continues. Besides, such persons are also
liable for prosecution under section 24 of the SEBI Act.
It has also been brought to the notice of
the Securities and Exchange Board of India (SEBI) that the disclosures
were not made either on account of oversight or lack of knowledge. The
monetary penalty under Section 15A of the SEBI Act may be imposed after
adjudication and enquiry under Chapter VI A of the SEBI Act. Further, the
prosecution proceedings involve considerable time and even if concluded
in conviction, the penalty, monetary or otherwise, may be very nominal.
In view of the above, SEBI has decided to
introduce a scheme, namely, "SEBI Regularization Scheme, 2002" (hereinafter
referred to as `the Scheme’) to enable such persons and companies to comply
with these requirements. Under the Scheme, the persons and companies who
have not made disclosures or who have made disclosures after expiry of
the period as specified in the Takeover Regulations, 1997 are permitted
to make disclosures to the company and the stock exchange as the case may
be, and pay the lump-sum amount specified herein.
This is to provide one time opportunity
to enable the companies and the specified persons to comply with the law
of the land. By implementation of the Scheme, the listed companies as well
as the stock exchanges shall have the required information. Besides, the
public will also have access to the necessary information about the shareholding
etc. of such persons in the company.
The Scheme will be in operation for a limited
period as specified hereinafter. The persons and the companies may, therefore,
take full advantage of this Scheme. It is also clarified that after the
expiry of the Scheme, SEBI may have to initiate appropriate action against
defaulting persons and the companies, which may result in heavy penalties
against such persons and companies, as per the provisions of the SEBI Act.
Therefore, in exercise of the powers under
Section 11 of the SEBI Act read with regulations 6 and 8 of the Takeover
Regulations, 1997, SEBI hereby introduces the said Scheme. The salient
features of the Scheme are as under:-
1. Regularization of the Defaults: -
Under
the Scheme, the eligible persons and companies may make disclosures and
pay the lump-sum amount within the period specified under the Scheme.
2. Eligibility
Following are eligible for availing benefit under this scheme -
a.
Persons who have failed to comply with or who have complied with the requirements
of regulations 6(1), 6(3), 8(1) and 8(2) of the Takeover Regulations, 1997,
after expiry of the period specified in the said regulations.
b.
The listed companies which had failed to comply with or complied with the
requirements of regulations 6(2), 6(4) and 8(3) of the Takeover Regulations,
1997, after expiry of the period specified in the said regulations.
-
In respect of the listed companies, where there was no change in the shareholding
of persons specified under regulations 8(1) and 8(2) of the Takeover
Regulations, 1997, in a particular year, the disclosure under regulation
8(3) for that year if not made earlier, can be made under this scheme specifying
that there was no change in shareholding of the said persons. Such companies
will not be required to pay any amount. This benefit will not be available
to persons covered under regulations 8(1) and 8(2).
3. Scheme not to apply in certain cases
The benefit of this Scheme will not be available
in cases where penalty under the SEBI Act read with Takeover Regulations,
1997 has already been imposed.
However, where such proceedings under the
SEBI Act read with Takeover Regulations are in progress, persons/ companies
may avail the benefit of the Scheme.
-
Procedure for compliance
-
The persons who have not made disclosures as required under regulations
6(1), 6(3), 8(1) and 8(2) of the Takeover Regulations, 1997 shall make
the disclosure required under the said Regulations along with the amount
payable as specified under clause 5 of the Scheme, to the company.
-
The persons who have made disclosures as required under regulations 6(1),
6(3), 8(1) and 8(2) of the Takeover Regulations, 1997 after the period
specified therein, shall submit a copy of such disclosures made earlier
to the company along with the amount payable under the Scheme.
-
The listed company which has not made disclosures as required under regulations
6(2), 6(4) and 8(3) of the Takeover Regulations, 1997 shall make the disclosures
as required under provisions of the said regulations along with a copy
of the disclosures received, if any, from the persons stated at (a) and
(b) above, to all the Stock Exchanges where the shares of the company are
listed.
-
The listed company which has made disclosures as required under regulations
6(2), 6(4) and 8(3) of the Takeover Regulations, 1997 after expiry of the
period specified therein, shall send a copy of such disclosures made earlier,
along with a copy of the disclosures received, if any, from the persons
stated at (a) and (b) above, to all the Stock Exchanges where the shares
of the company are listed.
-
The disclosures mentioned at (a) and (c) above shall be made as per the
formats specified at Forms 1 – 4, as may be applicable.
-
The Regional Stock Exchanges (RSE) shall verify the details submitted by
the companies, compile and forward the details of the amounts received
and the original Demand Drafts / Banker's Cheques as per the Form
-5 to the Regional Office of SEBI under whose jurisdiction the RSE
falls. The details shall be furnished by the RSE on a monthly basis.
-
The specimen of the Forms 1-5 and the Regional Office of SEBI under
whose jurisdiction the RSE falls is available at SEBI website at www.sebi.gov.in
and also with the stock exchanges. The persons and the company may procure
the forms either from the stock exchange or from SEBI website.
5.
Amount
payable - The amount payable by persons and/or companies who
have not complied with the requirements of Chapter II of the Takeover Regulations,
1997 or who have complied with the requirements after expiry of the period
specified in the said Regulations, is as follows :-
Regulation/
Sub-Regulation |
Non
compliance by |
Due
date for compliance in terms of Regulations |
Amount
Payable
(in Rupees) |
6
(1)- transitional provision |
Persons
holding 5% or more |
April
20, 1997 |
10,000 |
6(2)-
transitional provision |
Company |
May
20,1997 |
10,000 |
6(3)-
transitional provision |
Promoters
and persons in control |
April
20,1997 |
10,000 |
6(4)-
transitional provision |
Company |
May
20, 1997 |
10,000 |
8(1)
– annual disclosures |
Persons
holding 15% or more |
April
21 of each Financial Year |
10,000/-
for each year |
8(2)-
annual disclosures |
Promoters
or persons in control |
April
21 of each Financial Year |
10,000/-
for each year |
8(2)-
annual disclosures |
Promoters
or persons in control |
21
days from the record date for dividend declaration |
10,000/-
for each record date |
8(3)-
annual disclosures |
Company |
April
30 of each Financial Year |
10,000/-
for each year |
8(3)-
annual disclosures |
Company |
30
days from the record date for dividend declaration |
10,000/-
for each record date |
-
Mode of Payment
-
The amount payable under this Scheme shall be paid by way of a Banker’s
Cheque or Demand Draft drawn in favour of `the Securities and Exchange
Board of India' payable at Mumbai.
-
The Demand Draft / Banker's Cheque received from the persons by the listed
company and the Demand Draft/ Banker's Cheque towards the amount payable
by the listed company shall be forwarded by the listed company to the Regional
Stock Exchange.
7.
Duration of the Scheme
-
The scheme shall remain in force for a period of 3 months, i.e. fromOctober
1, 2002 to December 31, 2002 for persons referred in clause 2(a) of this
Scheme.
-
The scheme shall remain in force for a period of 4 months, i.e. from October
1, 2002 to January 31, 2003, for companies referred to in clause
2(b) and 2(c) above.
8.
The details of this Scheme are also available on the web site of SEBI at
www.sebi.gov.in,
and with the stock exchanges.
Shri V S Sundaresan
Deputy General Manager
Securities and Exchange Board of India
Mittal Court, B Wing, 1
st Floor
224, Nariman Point
Mumbai 400 021
Tel No. :022-2845355
Fax No. : 022-2845776
JURISDICTION OF HEAD OFFICE / REGIONAL OFFICES OF THE BOARD
REGIONAL
OFFICE HEAD OFFICE |
STOCK
EXCHANGES LOCATED IN |
ADDRESS
OF SEBI OFFICE |
HEAD
OFFICE |
Chattisgarh,
Madhya Pradesh, Gujarat, Maharashtra, Dadra and Nagar Haveli and Goa |
Mittal
Court,
`B’ Wing, 1st Floor,
224 Nariman Point
MUMBAI - 21. |
EASTERN
REGION |
Assam,
Manipur, Meghalaya, Nagaland, Arunachal Pradesh, Mizoram, Tripura, Orissa,
West Bengal, Jharkhand and Bihar, , |
FMC,
Fortuna,
5th Floor,
234/3A, AJC
Bose Road
CALCUTTA – 47. |
NORTHERN
REGION |
Jammu
and Kashmir,Punjab, Haryana, Himachal Pradesh, Chandigarh, Delhi, Rajasthan,
Uttaranchal and Uttar Pradesh, |
Block
No.1,
Rajendra Bhavan
Rajendra Place
District Centre
NEW DELHI - 8. |
SOUTHERN
REGION |
Andhra
Pradesh, Karnataka, Tamilnadu, Pondicherry and Kerala,. |
3rd
Floor,
D’monte Building,
No.32
D’monte Colony
TTK Road,
Alwarpet
CHENNAI - 18. |
FORM 1
( under SEBI Regularization Scheme, 2002 )
Disclosure of share holding to the
target company, in terms of regulations 6(1) and 6(3) {as may be applicable}
of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations,
1997
-
Name of Target company
|
|
2.
-
Name of person holding more than 5% shares or voting rights.
or
-
Name of promoter or every person having control over a company and also
names of persons acting in concert with him.
|
|
3.
Particulars |
No
of shares |
%
of shares / voting rights to total paid up capital of Target company |
Share holding / voting rights of persons
mentioned at (a) above. {as on February 20, 1997.}
|
|
|
Share holding or voting rights held by
persons mentioned at (b) above {as on February 20, 1997. }
|
|
|
|
|
|
|
This disclosure is made in terms of the SEBI Regularization Scheme,
2002
Signature of the Authorized Signatory:
Place:
Date:
FORM- 2
(SEBI Regularization Scheme, 2002)
Disclosure of share holding by the
target/ reporting company to Stock Exchanges, in terms of regulation 6(2)
and 6(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations,
1997
Name of the company (Target / Reporting Company)
|
Date of reporting
|
Name of Stock exchanges where shares of reporting/
target company are listed.
|
(I)
Information about persons holding more than 5% shares or voting rights
as on 20.2.97 |
Names of persons holding more than 5%
shares or voting rights
|
No
of shares |
%
of shares / voting rights to total paid up capital of Target Company |
|
|
(II)
Information about Promoter(s) or every person having control over a company
and also persons acting in concert with him as on 20.2.97 |
Names of promoter(s) or every person(s)
having control over a company and persons acting in concert with him
|
No
of shares |
%
of shares / voting rights to total paid up capital of Target Company |
|
|
This disclosure is made in terms of the SEBI Regularization Scheme,
2002.
Signature of the Authorised Signatory
Place :
Date :
FORM- 3
( under SEBI Regularization Scheme, 2002)
Disclosure of share holding to Target
company, in terms of regulations 8(1) and 8(2) {as may be applicable} of
SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997
-
Name of Target company
|
|
-
Name of person holding more than 10%/ 15% shares or voting rights.
or
-
Name of promoter or every person having control over a company and also
names of persons acting in concert with him.
|
|
|
No
of shares |
%
of shares / voting rights to total paid up capital of Target Company |
-
Share holding / voting rights of persons mentioned at (a) above {as on
March 31 of the year.} Specify year and give separate tables for each year.
|
|
|
-
Share holding or voting rights held by persons mentioned at (b) above {as
on March 31st / on the record date in accordance with Regulations}
Specify year / date and give separate tables for each year.
|
|
|
This disclosure is made in terms of the SEBI Regularization Scheme,
2002.
Signature of Authorized Signatory :
Place
Date :
FORM- 4
(under SEBI Regularization Scheme, 2002 )
Disclosure of details of share holding
by target / reporting company to Stock Exchanges, in terms of regulation
8(3) of SEBI(Substantial Acquisition of Shares & Takeovers) Regulations
1997
Name of the company (Target / Reporting Company)
|
Date of reporting
|
Name of Stock exchanges where shares of reporting/
target company are listed.
|
(I)
Information about persons holding more than 10% / 15% shares or voting
rights |
Names
of persons holding more than 15% shares or voting rights. |
Details
of Share holding / Voting rights (in Number and %) of persons mentioned
at (I) as informed u/r 8(1) to target company.
Separate table to be given for each year for which disclosures were
not made.
|
Names |
As on March 31 (for the year …..)
(A)
|
As on March 31 (Previous year)
(B) |
Changes , if any , between (A) & (B)
(C) |
As
on record date for dividend (for the year …..)
(D) |
As
on record date for dividend (previous year)
(E) |
Changes,
if any
Between (D) & (E)
(F) |
|
|
|
|
|
|
|
Contd….
FORM 4 – Contd.
(II)
Information about Promoter(s) or every person having control over a company
and also persons acting in concert with him |
Names
of promoter(s) or every person(s) having control over a company and persons
acting in concert with him |
Share
holding / Voting rights (in number and %) of persons mentioned at (II)
as informed to target company under regulation 8(2) .
Separate table to be given for each year for which disclosures were
not made |
|
As
on March 31 (for the year ….)
(A) |
As
on March 31 (previous year)
(B) |
Changes
, if any , between (A) & (B)
(C) |
As
on record date for dividend (for the year ……)
(D) |
As
on record date for dividend (previous year)
(E) |
Changes,
if any
Between (D) & (E)
(F) |
|
|
|
|
|
|
|
This disclosure is made in terms of the SEBI Regularization Scheme,
2002 of SEBI.
Signature of the Authorised Signatory
Place :
Date :
FORM - 5
(under SEBI Regularization Scheme, 2002)
Details of amount received by the
Stock Exchange under the SEBI Regularization Scheme, 2002 - Compliance
with the Disclosure Requirements under SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997
Name
of the target company |
Details
of penalty received |
Penalty
Paid by |
Amount |
DD
No. and date |
Penalty
paid for regularization of Regulation (give the Regulation No.) |
Year
(Specify the year for which compliance is made) |
(i)Name
of the Target company (ii)Name of the promoter/ person in control/ Major
shareholder.
|
|
|
|
|
Name of the Stock Exchange
Signature of the Authorised Signatory of the Stock Exchange
Place:
Date: