Forum Views - June 2024
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BOMBAY STOCK EXCHANGE BROKERS' FORUM (BBF) | MUMBAI, INDIA
JUNE 2024 | VOLUME: 13 • ISSUE NO. 3 •
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Exploring Smart Beta Investing Banking and Finance Cybersecurity Roadmap
Green Bonds & AI: Sustainable Prosperity in India Generative AI: Disruption and Skills Adaptation
Financial PR with Media Analysis Tools Nourish to Flourish
FORUM VIEWS - JUNE 2024
EXECUTIVE COMMITTEE
GOVERNING BOARD MEMBERS
BOMBAY STOCK EXCHANGE BROKERS’ FORUM (BBF)
GOVERNING BOARD 2023 - 24
FORUM VIEWS - JUNE 2024
Ajit Sanghvi
MSS Securities
Pvt. Ltd.
Cyrus Khambata
Paytm
Money Ltd.
Ashish Rathi
HDFC
Securities Ltd.
Kamlesh Jhaveri
Jhaveri
Securities Ltd.
Ketan Marwadi
Marwadi Shares
& Finance Ltd.
Rajiv Kejriwal
SBICAP
Securities Ltd.
Purav Fozdar
Axiom Share
Broking Pvt. Ltd.
Neeraj Choksi
NJ India
Invest Pvt. Ltd.
Parth Nyati
Swastika
Investmart Ltd.
Dr. Pravin Bathe
Angel
One Ltd.
Kranthi Bathini
WealthMills
Securities Pvt. Ltd.
Vivek Gupta
GEPL Capital
Pvt. Ltd.
Virender Mansukhani
Mansukh Securities
and Finance Ltd.
Uttam Bagri
BCB Brokerage
Pvt. Ltd.
Tejas Khoday
Fyers Securities
Pvt. Ltd.
KISHOR KANSAGRA
Chairman | BBF
Pragya
Securities Pvt. Ltd.
KUSHAL SHAH
Jt. Secretary | BBF
Ratnakar
Securities Pvt. Ltd.
RAJIV CHOKSEY
Treasurer | BBF
KR Choksey Shares
& Securities Pvt. Ltd.
ANURAG BANSAL
Vice Chairman | BBF
SMC Global
Securities Ltd.
NIRAV GANDHI
Secretary | BBF
JM Financial
Services Ltd.
Saurabh Jain
SSJ Finance &
Securities Pvt. Ltd.
S. P. Toshniwal
Sunlight
Broking LLP
Roopkishor Bhootra
Anand Rathi Shares &
Stock Brokers Ltd.
Santosh Jayaram
GROWW
Shripal Shah
Kotak
Securities Ltd.
Ajay Kejriwal
Choice Equity
Broking Pvt. Ltd.
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FORUM VIEWS - JUNE 2024
06
Your
Questions
Answered
EXPLORING SMART BETA INVESTING
AN OVERVEW OF SEBI’s TAKEOVER REGULATIONS
BBF Steering Committee
Kishor Kansagra (Chairman)
Anurag Bansal (Vice Chairman)
Nirav Gandhi (Secretary)
Rajiv Choksey (Treasurer)
Kushal Shah (Jt. Secretary)
Concept, Production and Editorial: Dr. Vispi Rusi Bhathena, PhD (h.c.)
Publisher Name: Dr. V Aditya Srinivas | Nationality: Indian
Address: BSE Brokers Forum, 808-A, 8th floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001. Maharashtra
Printer Name: Dr. V Aditya Srinivas | Nationality: Indian
Address: BSE Brokers Forum, 808-A, 8th floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001. Maharashtra
Editor Name: Dr. V Aditya Srinivas | Nationality: Indian
Address: BSE Brokers Forum, 808-A, 8th floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001. Maharashtra
Place of Publication: BSE Brokers Forum, 808-A, 8th floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400001.
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Design & Layout: Harshad Gajera
11 Insights
NEXT-GEN FINANCING: GREEN BONDS ENHANCED
BY AI FOR SUSTAINABLE PROSPERITY IN INDIA
DIGITAL SAFEGUARDS: A ROADMAP FOR
CYBERSECURITY IN BANKING AND FINANCE
20 Feature
ADAPTING TO THE RISE OF GENERATIVE AI
HOW AI IS BOTH DISRUPTING HOW WE WORK AND
ENABLING THE SKILLS-BASED ORGANIZATION
FINANCIAL SERVICES HOUSE CAN IMPROVE PR
BY USING MEDIA ANALYSIS TOOL
THE INDIAN PARTNERSHIP ACT 1932
COMPLIANCE CALENDAR
27
Regulatory
Compliance
Leadership,
Empowerment
& Lifestyle
28
NOURISH TO FLOURISH -
ON A BALANCED VEGAN DIET
INNOVATION AND THE SMALL SCALE PARADIGM:
A HUGE IMPERATIVE
Dr. Vispi Rusi Bhathena, PhD (h.c.)
Chief Executive Officer
Dr. V. Aditya Srinivas
Chief Operating Officer
and Chief Economist
India’s Economic Landscape: Navigating Reform and Growth
As the anticipation builds around impending election results, India finds itself at a pivotal moment of economic
transformation. The nation, often hailed as a torchbearer for the global economy, is on the brink of
implementing significant reforms poised to reshape its economic trajectory.
Anticipated Economic Reforms: With the ball set for the election results, India braces itself for a wave of
transformational reforms. These reforms carry the weight of lofty aspirations, aiming to propel India towards
the ambitious goal of a $10 trillion economy. Such reforms, if realized, hold the promise of positioning India as
a formidable force in the global economic arena.
F R O M
T H E
BBF SECRETARIAT
Historical GDP Performance: Reflecting on the past two decades unveils a remarkable feat for India’s
economy. With GDP growth consistently outpacing the world average, ranging between 7% to 7.5%, India has
etched its name as a stalwart of economic resilience and dynamism. This sustained growth trajectory has not
only bolstered India's domestic prospects but has also earned it accolades as a beacon of hope amidst global
economic uncertainties.
Robust Macro-economic Indicators: Key macro-economic indicators, such as GST collections, serve as
testament to the robustness of India's economy. Surpassing the Rs. 1.5 lakh crore mark consistently, these
indicators underscore India's inherent strength in demand and consumption patterns. Despite grappling with
global headwinds, India stands resilient, showcasing its ability to weather storms and emerge stronger.
Global Risks and Inflation Concerns: However, lurking amidst the glimmers of economic success are
persistent global risks, chief among them being inflation woes. The aftermath of the Covid-19 pandemic,
coupled with disruptions from events like the Russia-Ukraine war, has intensified inflationary pressures
worldwide. Such challenges threaten to impede crucial interest rate cuts necessary for fostering stable global
growth, casting shadows of uncertainty over the economic landscape.
Interest Rate Dynamics: Against the backdrop of surging interest rates in the US and UK, India stands at a
critical juncture. While the US and UK witness multi-decade highs in interest rates, India's Repo Rate hovers
close to its terminal level at 6.5%. This juxtaposition hints at the potential initiation of a downward cycle in
interest rates, laying the groundwork for sustained economic growth.
Investment Outlook: Amidst the flux of global uncertainties, India emerges as a beacon of opportunity for
investors worldwide. With major global investors eyeing India as a prime destination for investments,
overlooking its potential translates to missing out on one of the most significant economic opportunities of our
time. India's allure lies not just in its present economic prowess but also in its potential to shape the future
trajectory of global economic growth.
In conclusion, as India stands on the cusp of economic reform and growth, the world watches with bated
breath. The journey ahead may be fraught with challenges, yet it is also ripe with immense possibilities. For
India, the path forward beckons with promises of prosperity and the potential to leave an indelible mark on the
global economic landscape.
FORUM VIEWS, JUNE 2024 edition
From
to You...
BBF
FORUM VIEWS - JUNE 2024
FORUM VIEWS - JUNE 2024
nvestors across the world are moving towards putting their
money into passive funds for their simplicity, low fees, and
Igreater consistency in returns. In India too, large-cap fund
managers are finding it increasingly difficult to beat their
benchmark indices, and investors are getting drawn towards
index-style investing as the trends shift to Replicating market
returns rather than beating them.
There are several effective strategies to target certain risk and
return profiles, such as Smart Beta Funds, which have been
gaining a lot of popularity over the past few years. Smart Beta
Funds aim to bridge the gap between active and passive funds
by using a rule-based investing strategy that combines the
principles of both. In fact, recent trends suggest a growing
interest in Smart Beta.
Smart Beta Funds, also known as factor-based are a type of
investment fund that aims to outperform traditional index
funds by using a rules-based approach to construct a portfolio.
These funds are a hybrid between active and passive investing
strategies, as they rely on rules or algorithms to select and
weight securities, rather than simply tracking a market index.
Factor indexes are designed to help investors seeking to
capture the excess return of factors in a cost-effective and
transparent manner. A product giving exposure to only one of
these factors is called as single factor exposure whereas
product giving exposure to more than one factor is called
multi-factor exposure. Due to the historical cyclicality of
factors, investors may choose to diversify away from a single
factor and participate in multi-factor index.
Global ETF market is witnessing a remarkable growth. At the
end of February,2024 the global AUM reached a milestone of
1. What exactly are Smart Beta Funds, and how are they
different from traditional index funds or ETFs, how these
funds are structured?
2. How Smart beta fund are doing globally, what is the
trend among global investors towards these products?
12.3 trillion dollar with a diverse portfolio of 12,063 ETF
product. Conventinal ETFs constitute 79.57% and Factor
Based ETF are placed at 20.43%. Globally, there are more than
1,300+ smart-beta product with more than US $ 1.5 trillion.
So smart-beta products are widely used by the investor
across the globe.
Smart Beta Funds can be suitable for investors with some
expertise in capital markets, there are also simpler Smart
Beta strategies that may be more accessible to mas market
investors. These strategies may focus on well-known factors
such as low volatility or dividend yield and may be easier for
less experienced investors to understand and implement.
The suitability of Smart Beta Funds depends on an investor's
individual circumstances, risk tolerance, investment goals,
and level of understanding of the product. Investors should
carefully evaluate Smart Beta Funds in the context of their
overall investment strategy and seek advice from financial
professionals if needed.
Lack of differentiation within active funds, underperformance
of large cap funds and cost-effective alternatives have led to a
structural change for the smart beta investing landscape in
India. As on Feb 29, 2024, there are 27 smart beta ETFs
managing total assets worth 4,697 Cr and 30 index funds
managing total assets worth 12,097 Cr. In the last 2 years,
there have 37 new product launches within the passive smart
beta category. In the last one year itself, passive smart beta
funds have seen inflows worth 6,007 Cr across different
categories. Momentum/Alpha, Low Volatility and equal
weight are the three most popular categories within the
smart-beta space right now. Mostly this on back drop of
3. What kind of investors are they suited for - the mass
investor or those with some expertise in capital markets
who can understand the product well?
4. How are we seeing fund flows going up in this
category, what are the visible trends emerging?
Saket Kumar
Co-Founder
ETF Junction
EXPLORING SMART BETA INVESTING
FORUM VIEWS - JUNE 2024
strong performance among these factors. for instance,
almost 2,100 Cr has flown into momentum-based funds and
1100 Cr. in low volatility-based fund and almost 1,700 Cr in
Equal weight funds. The kind of trajectory that India is
witnessing is very similar to the developed markets like US
and experts believe that smart beta investing would become
central to India's asset management industry in the near
future.
Smart Beta strategies consider various factors when
constructing investment portfolios. These factors are specific
characteristics or attributes of stocks that have historically
been associated with excess returns or reduced risk.
Generally, 8 different type of factor’s are identified in terms of
explaining equity return and risk. These are namely, Value,
Size, Momentum, Quality, Dividend Yield, Volatility, Growth
and Liquidity. Most of the smart-beta products across the
globe are one or other variation of these 8 identified factors.
Regarding the structure of Smart Beta strategies, they can be
applied to various segments of the market, including large
caps, mid-caps, and small caps.
Investing in Smart Beta Funds can offer investors a
compelling combination of potential alpha generation, risk
management, transparency, and customization compared to
other options available in the market today. However, it's
essential for investors to conduct thorough due diligence and
consider their investment objectives and risk tolerance
before allocating capital to these funds.
5. What are some of the common factors that smart beta
strategies consider for investments? Are these strategies
around large caps, or can they be structured around mid-
and small caps too?
6. Can you enlist some of the benefits of investing in
Smart Beta Funds compared to other options that are
popular in the market today?
7. Smart Beta Funds work well in secular bull markets
where many and not just a few stocks are doing well. Do
you agree?
Not necessarily, yes something like Global Financial Crisis a
black swan event of 2008 is an outlier. But most smart-beta
even tends to do well in bear market as well specially to name
Low volatility and Quality. For instance, 2008, 2011 and 2015
was bad year for large-cap Nifty100 was -ve for these calendar
years by -56%, -26% and -0.8% respectively. However,
Nifty100 Low Vol 30 Index for calendar year 2008, 2011 and
2015 generated return of -42%, -12% and +9.8% respectively.
Clearly you can see that Low Vol 30 has done more than
reasonable job in protecting during bear market. Similarly,
Nifty Small cap 250 Index had fallen by 69% in 2008 and 26% in
2018. Nifty Small cap 250 Quality 50 Index from the same
universe had fallen only by 50% (2008) and ended up
generating +9.8% (2018). So, it’s important to understand
each factor and if it’s too confusing and then opt for multi-
factor like momentum-quality.
With over 25 years of exemplary experience in the Mutual Funds industry, Saket
is a seasoned professional with a proven track record of building successful
organizations from the ground up. As a visionary Co-Founder of ETF Junction
since January 2022, he has led the establishment of a thriving platform,
revolutionizing the investment landscape for ETFs.
His journey began in 1997 at Kothari AMC, India’s first private sector mutual
fund, where he played a pivotal role in establishing the Mutual Fund business in
the Eastern part of India. Subsequently, as Zonal Manager for Franklin Templeton
and Zonal Head for Bharati Axa Investment Managers, he showcased
exceptional leadership in driving growth and fostering client-centricity.
In 2013, he founded Rastey Commuting Services, transforming it into a
prominent player in transportation across India over nine successful years. The
company was awarded at the BID convention awards in Paris in 2019,
recognized as the best in quality service among car rental services in India.
Saket completed his management education at IIM Kolkata in 2000. His
extensive expertise lies in navigating the complexities of the Mutual Funds
domain and orchestrating organizational expansion. With an unwavering focus
on innovation and excellence, he is committed to making a significant impact on
the Mutual Funds industry.
Smart Beta Funds, also known as factor-based are a type of
investment fund that aims to outperform traditional index funds by
using a rules-based approach to construct a portfolio. These funds
are a hybrid between active and passive investing strategies, as they
rely on rules or algorithms to select and weight securities, rather
than simply tracking a market index.
FORUM VIEWS - JUNE 2024
t is a widely recognized fact that one of the key elements
of a robust corporate governance regime in any country
Iis the existence of an efficient and well-administered set
of regulations concerning the substantial acquisition of
Shares and Takeover of a company. The SEBI Act, 1992
expressly mandates SEBI to regulate substantial
acquisition of shares and takeovers by suitable measures.
Accordingly, SEBI provides a legal framework through the
SEBI (Substantial Acquisition of Shares and Takeover)
Regulations, 2011 (“Regulations/Takeover Code”), which
have been amended from time to time.
As the saying goes “Better the devil you know, than the
devil you don't”, the purpose of the Takeover Code is to
provide transparency arising out of substantial acquisition
of shares and takeovers and to bring fairness and
equitability in such transactions so as to protect the interest
of the investors in securities. At times, a substantial
acquisition of shares or takeover may result in the change of
management or promoters of a company. Thus, the
Takeover Code seeks to ensure that the public and minority
shareholders are provided with an exit opportunity in the
event of any substantial change in shareholding or change
in control of the company.
When there is an acquisition or an agreement to acquire
substantial shares, control or voting rights of a company in
excess of the prescribed threshold, the Regulations
mandate the acquirer to provide the shareholders an
opportunity to exit the company by making an open offer.
An open offer is an offer made by the acquirer to the
shareholders of the target company inviting them to tender
their shares in the target company at a fair valuation on
account of change in control or substantial acquisition of
shares.
1. What is 'Open Offer'? When is an 'open offer'
required to be made under SEBI SAST Regulations?
The Regulations provide for a threshold and acquisition of
shares beyond the threshold or change in control of the
target company triggers the requirement to make an open
offer. There are various circumstances in which the acquirer
is required to make an open offer thereby providing an exit
opportunity to the shareholders of the Target company. The
circumstances are- (a) when there is an acquisition of an
aggregate of 25 % or more voting rights in a target company
by the acquirer i.e. initial trigger, (b) if the acquirer already
holds 25 % or more voting rights, the open offer requirement
will be triggered if the acquirer acquires additional 5% or
more voting rights of the target company, within a financial
year i.e. creeping acquisition trigger, (c) Irrespective of the
acquisition or holding of shares or voting rights in the target
company, an open offer will have to be made by the acquirer
if there is an acquisition of control over the target company
AN OVERVEW OF SEBI’s TAKEOVER REGULATIONS
Zerick Dastur
Founder
ZERICK DASTUR,
ADVOCATES AND SOLICITORS
As the saying goes “Better the devil
you know, than the devil you don't”,
the purpose of the Takeover Code is to
provide transparency arising out of
substantial acquisition of shares and
takeovers and to bring fairness and
equitability in such transactions so as
to protect the interest of the
investors in securities.
FORUM VIEWS - JUNE 2024
i.e. Control Trigger (d) Acquisition of shares or voting rights
in, or control over any entity that would enable the acquirer
to exercise or direct the exercise of such percentage of
voting rights in, or control over the target company, would
attract the obligation to make an open offer requiring the
acquirer to make an open offer i.e. Indirect Acquisition (e) If
the indirectly acquired target company is a predominant
part of the business or entity being acquired, the
Regulations would treat such indirect acquisition as a direct
acquisition for all purposes and (f) Shareholders holding
shares entitling them to exercise 25 % or more of the voting
rights in the target company may, without breaching
minimum public shareholding requirements, shall be
entitled to voluntarily make an open offer to consolidate
their shareholding i.e. Voluntary open offer.
burden. The target company may wish to support, oppose
or remain neutral to, a transaction, often depending on who
the acquirer is. Therefore, it falls upon the regulator to
balance the interests of various stakeholders and to provide
for a fair, equitable and transparent regime that addresses
the concerns of all stakeholders.
The Hon’ble Securities Appellate Tribunal has also held that
the right to exit is an invaluable right and the shareholders
cannot be deprived of this right lightly. It is only when larger
interest of investor protection or that of the securities
market demands that this right could be taken away.
As discussed, the fundamental objective of the Regulations
is to provide each shareholder with an opportunity to exit
his investment in the target company when a substantial
acquisition of shares in, or takeover of a target company
takes place, on terms that are not inferior to the terms on
which substantial shareholders exit their investments. It
mandates the acquirer to make fair and accurate disclosure
of all material information to various stakeholders to enable
them to make informed decisions. Further, it ensures that
only those acquirers who are capable of actually fulfilling
their obligations under the Regulations make open offers.
As discussed above, the Regulations mandate an acquirer
to make an open offer on account of substantial acquisition
of shares or change in control in the Target Company. The
object behind this is to provide an exit opportunity to the
existing shareholders of the Target Company. However
there are certain situations and circumstances transactions
provided under the Regulations under which the obligation
to make an open offer is exempted which may lead to a
substantial acquisition of shares or change in control of a
company during the ordinary course of business. For
instance, a bank or financial institution may acquire
substantial shareholding of a company on account of
invoking a pledge against default of the loan. This may
otherwise trigger an open offer. However, the Regulations
provide for certain general exemptions to certain categories
of transactions from the requirements of making an open
offer subject to fulfilment of certain conditions.
The certain categories of transactions which are generally
exempted are as follows:
a. Acquisition pursuant to inter se transfer of shares
amongst immediate relatives, promoters, a company,
its subsidiaries, its holding company, other subsidiaries
of such holding company, persons holding not less than
50% of the equity shares of such company and also,
other companies in which these persons don’t hold 50%
3. What are the general exemptions for making an
open offer under the SEBI SAST Regulations? Does SEBI
have the power to grant exemptions from making an
Open Offer?
The fundamental objective of the
Regulations is to provide each
shareholder with an opportunity to
exit his investment in the target
company when a substantial
acquisition of shares in, or takeover of
a target company takes place, on terms
that are not inferior to the terms on
which substantial shareholders exit
their investments.
2. What is the objective of the SEBI (Substantial
Acquisition of Shares and Takeover) Regulations 2011?
The existence of an efficient and smooth-functioning
market for substantial acquisition of shares and takeovers
plays an important role in the economic development of a
country. Substantial acquisition of shares, or takeover of, a
listed company impacts a host of stakeholders, such as, the
acquirer, the target company, the management and the
public shareholders. It is critical that the legal framework
regulating such substantial acquisition of shares and
takeovers is precise, unambiguous and predictable, and
balances multiple, and at times, conflicting interests of
such stakeholders. For instance, the public shareholder of
the target company would be keen to get the highest
possible price for his shares, while the acquirer would want
to shoulder the least possible financial and regulatory
10
FORUM VIEWS - JUNE 2024
of shares and Persons or Shareholders acting in concert
for not less than three years.
b. Acquisition in the ordinary course of business by
Underwriter, Stockbroker, merchant banker, anyone
who acquires shares under regulation 44 of SEBI (ICDR)
Regulations, 2009 under the safety net scheme, a
registered market-maker of a stock exchange, a
scheduled commercial bank which acts as an escrow
agent for the parties and as discussed above, when
during an invocation of pledge by a scheduled
commercial bank or public financial institutions.
g. Increase in voting rights arising out of beyond the limit
pursuant to buy-back of shares provided such
shareholder reduces his shareholding such that his
voting rights fall to below the threshold referred to in
sub-regulation (1) of regulation 3 within ninety days
from the date.
h. Increase in the voting rights arising out of acquisition
pursuant to a rights issue, a buy back, a share swap
scheme and acquisition of shares in a target company
from a venture capital fund or a registered foreign
venture capital investor by promoters of the target
company pursuant to an agreement.
Apart from the general exemptions provided above, the
Regulations also empowers SEBI to grant exemption from
the requirements of making an open offer or grant a
relaxation from strict compliance with prescribed
provisions of the open offer process upon a specific
application made by the acquirer or the target company.
This exemption is granted by SEBI on a case to case basis.
For instance, in one case, SEBI granted an exemption from
the requirement of making an open-offer when the shares
were acquired by a family trust for streamlining family
succession. The exemption by SEBI was granted on the
grounds that that there would be no effective change in
exercise of voting power or in control/ management of the
target company since the said acquisition of shares was of
a private family trust and the beneficiaries of the acquisition
continued to be the family members.
Zerick Dastur is Proprietor of the Law Firm, practicing in the field of Court
litigation, Dispute Resolution, Arbitration, Securities law and Competition Law.
He is a triple Gold Medalist from Mumbai University having topped the Mumbai
University in Law. His practice covers diverse areas of Corporate, Commercial,
Securities law and Regulatory disputes. He is representing a number of clients in
the Port Sector, Infrastructure and Mining Sectors. He has represented clients in
domestic and international, commercial arbitration matters. He handles a
number of cases relating to securities law litigation and SEBI. He was a former
Partner at the Law Firm, J. Sagar Associates.
He has litigation experience before the Hon’ble Supreme Court, various State
High Courts Statutory Tribunals and Regulators. He has been involved in a
number of matters involving issues of Constitution Law. He has been involved in
landmark matters involving defence of Auditors and Corporate clients before
various Regulators/Civil/Criminal Courts and Tribunals in connection with
Corporate frauds. He has also advised various clients in matters involving
shareholder disputes and minority actions before the NCLT and CLB.
He also practices Securities Law and appears before the Securities Appellate
Tribunal and the SEBI. He has advised clients in connection with Competition
Law issues in everyday business operations including issues relating to anti-
competitive agreements and abuse of dominance by enterprises.
He writes for various newspapers and publications on issues relating to
Corporate law, Arbitration, Commercial and Competition Law. He regularly
writes on securities law for the publication run by the Bombay Stock Exchange
Brokers Forum. He is a regular speaker at events organised by Economic Times,
VC Circle, Indian Merchant Chambers, Consumer Resources, Corporate
Knowledge Foundation and the World Zoroastrian Chamber of Commerce.
He is a Member of the Law Committee of Indian Merchant Chambers and was
involved in the drafting of the Rules for the IMC International Arbitration Centre.
Views of the author are personal and do not constitute legal advice.
(Advocate Zerick Dastur and Advocate Khushil Shah)
The Regulations also empowers SEBI to
grant exemption from the
requirements of making an open offer
or grant a relaxation from strict
compliance with prescribed provisions
of the open offer process upon a
specific application made by the
acquirer or the target
company. This exemption is
granted by SEBI on a case to
case basis.
c. When the acquisition is made in various stages
pursuant to a disinvestment agreement where the
acquirer has made an open offer for acquiring shares at
earlier stages.
d. When the acquisition is made pursuant to a scheme
provided under Regulation 10(1)(d) of the Takeover
Code. For example, the scheme of revival under the Sick
Industrial Companies (Special Provisions) Act, 1985 or
the acquisition pursuant to the provisions of the
Securitisation and Reconstruction of Financial Assets
and Enforcement of Security Interest Act, 2002.
e. When there is an increase in shareholding beyond the
threshold limits without the acquisition of control
pursuant to pursuant to the conversion of equity shares
with superior voting rights into ordinary equity shares.
f.
Any acquisition of shares or voting rights or control of
the target company pursuant to a preferential issue in
compliance with the SEBI (ICDR) Regulations, 2018.
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