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.

3. 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.

4. Procedure for compliance

1. 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.
2. 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.
3. 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.
4. 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.
5. The disclosures mentioned at (a) and (c) above shall be made as per the formats specified at Forms 1 � 4, as may be applicable.
6. 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.
7. 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.

 

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

6. Mode of Payment

1. 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.
2. 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

1. 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.
2. 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.

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:

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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 :

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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 :

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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)

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 :

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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: