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SEBI Takeover Code- Queries & Issues

(Unlocking the deadlocks)


SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is a small Code with far wider implications. These regulations play a major role in driving the acquisition and restructuring exercises of every Company of India. However, the provisions of these regulations have always been subject to multi-interpretations since its enactment.

Therefore, recognizing the worth of these regulations, we have introduced this book which embraces the best accepted interpretation of legal provisions supported by the judicial pronouncements and provides answer to all the complicated issues of SEBI Takeover Code.


  1. Whether the exemption under regulation 3(1) (e) (iii) (b) will be available, where the transferors collectively as well as the transferees collectively holds the shares in the target company for 3 years or more prior to the proposed acquisition & other condition of inter se transfer has also been complied with, the fact that some of the acquirer does not hold any shares in the target company would be a ground for being ineligible for the exemption?

  1. Whether for the purpose of compliance of regulation 3(3), the proof of dispatch is sufficient to ensure that the acquirer had informed the stock exchanges 4 working in advance of acquisition?

  1. Whether regulation 10(1) is not confined to an acquirer simplicitor, but to an acquirer 'who holds shares carrying 15 per cent or less of voting rights in the capital of the company'?

  1. Whether Acquisition of warrants attracts the provisions of regulation 10 of SEBI (SAST) Regulations, 1997?

  1. Where the shares are acquired, after 09.09.2002, i.e. after the exemption u/r 3 (1) (c) is withdrawn, pursuant to conversion of warrants which were issued before such date, whether such acquisition of shares will be exempted from the regulations?