Impact of SEBI Takeover Regulations 2011 on Corporate M&As

The Impact of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 on Corporate Takeovers in India

ABSTRACT

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 play a crucial role in safeguarding the interests of investors and ensuring fair market practices in corporate acquisitions. This paper provides an in-depth analysis of the SAST Regulations, exploring their evolution, key provisions, and impact on corporate governance. The study evaluates how these regulations protect minority shareholders, prevent hostile takeovers, and maintain transparency in mergers and acquisitions.

The research delves into critical aspects such as trigger thresholds, open offer obligations, and exemptions under the regulation. By examining landmark case studies and regulatory interventions, it highlights how SEBI has strengthened its framework over time. Despite its robustness, the study identifies certain challenges, including procedural complexities, ambiguity in control definitions, and the evolving nature of takeover strategies.

Comparative insights from global takeover regulations shed light on areas where the Indian framework could be further refined. The findings suggest that while SEBI’s approach effectively balances investor protection and market dynamism, periodic updates and refinements are necessary to keep pace with global trends. The paper concludes that a proactive regulatory stance, coupled with greater clarity in enforcement, can enhance the effectiveness of the takeover code in the long run.

Keywords: SEBI, SAST Regulations, Takeovers, Corporate Governance, Market Transparency

I. INTRODUCTION

The forces of globalization, deregulation, and unprecedented technological developments completely altered the global industrial landscape during the 1980s. Corporate enterprises began to respond to the competitive pressures unleashed by these forces through extensive repositioning programmes involving corporate restructuring in general and mergers and acquisitions (M&As) in particular.

In India, most companies and business groups seemed unaware of the momentous and rapid changes brought about by the economic reforms. However, after the scepticism of the early years of reforms dwindled, several companies had come to terms with the new realities of an intensively competitive domain and were undertaking extensive restructuring both at the operational and strategic levels.

As Indian companies stood on the threshold of the next phase of growth, it was inevitable that they would resort in favour of inorganic growth strategies. The concept of corporate restructuring and M&As garnered attention due to the hostile takeover bids led by corporate raiders such as Swaraj Paul, Manu Chhabria, and R P Goenka taking place in the very early days of reforms. Under the prevailing license raj back then, buying a company was one of the best ways to generate growth for ambitious corporate entities. Thereafter, in the backdrop of the liberalization process of the 1990s  implemented under the aegis of the then Prime Minister PV Narsimha Rao and Finance Minister Manmohan Singh, Indian business houses began to feel the heat of competition. Conglomerates were forced to sell their non-core businesses that could not withstand competitive pressures and were rather obstructive in the overall growth of the business.[1]

Corporate takeovers represent a pivotal strategy in the corporate world, where one company acquires another to gain control over its operations, assets, and liabilities. This process can manifest as either a merger or an acquisition and may occur in a friendly or hostile manner. The significance of takeovers lies in their ability to facilitate rapid growth, enhance market share, and drive strategic realignment within industries. By acquiring a target company, the acquirer often seeks to leverage synergies that can lead to improved operational efficiency, expanded product lines, or increased competitive advantage in the marketplace.[2] [3]

In India, the evolution of takeover regulations has been marked by significant milestones aimed at ensuring transparency and protecting stakeholders’ interests. The earliest attempts to regulate takeovers in India date back to the 1990s with the introduction of Clause 40 in the listing agreement, which mandated public offers for shareholders during takeovers. While the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1994, which were notified in November 1994, provided for the first time regulation of hostile takeovers and competitive offers, subsequent regulatory experience with such offers exposed certain flaws in those Regulations. The Securities and Exchange Board of India (SEBI) further refined these regulations with the enactment of the Substantial Acquisition of Shares and Takeovers (SAST) regulations in 1997, effectively repealing the 1994 Regulations.

It was further followed by a comprehensive overhaul in 2011, which introduced more stringent guidelines to address market dynamics and protect minority shareholders amid increasing corporate consolidation.[4] Several factors, including the growth of Mergers and Acquisitions activity in India as the preferred mode of restructuring, the increasing sophistication of the takeover market, a decade of regulatory experience, and various judicial pronouncements, made it necessary to review the Takeover Regulations 1997.

In September 2009, SEBI established a Takeover Regulations Advisory Committee (TRAC) chaired by (Late) Shri. C. Achuthan, former Presiding Officer of the Securities Appellate Tribunal (SAT) for this purpose. After considerable public engagement on TRAC’s report, SEBI issued the SAST Regulations 2011, which were notified on September 23, 2011. The Takeover Regulations of 1997 are repealed as of October 22, 2011, the date the SAST Regulations of 2011 take effect.[5]

These regulations reflect India’s commitment to fostering a fair and competitive environment for corporate transactions while adapting to global best practices.

II. UNDERSTANDING SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS, 2011

The SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 I that regulation which deals with the takeovers or acquisition of companies which are publicly listed on a stock exchange. Additionally, the objective with which the said Takeover Code was brought into effect in the Indian legal framework, particularly for corporate restructuring by way of inorganic growth, was to regulate change in the shareholding or control of publicly listed companies.

The Code aims to ensure that material changes in shareholding or control of listed companies are undertaken equitably and transparently and in a manner that provides an exit opportunity to minority shareholders in case of a change in the control and management of that listed company. The code does so by clearly demarcating the guidelines for disclosures, open offers, and the protection of minority shareholders. Additionally, SEBI also requires full disclosures about the companies involved in the merger, the structure of the deal, and any form of conflict of interest by making it mandatory for the draft of the offer letter to be approved by it first and, in case of any discrepancy, making suggestions to it.

Moreover, SEBI also guarantees that the terms of the cross-border merger, in case it takes place, are fair to all shareholders, despite the numbers of shares they seem to hold. SEBI’s approval is required to ensure that the merger does not result in unfair treatment or exploitation of shareholders.[6]

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) introduced significant reforms to India’s corporate takeover framework by enhancing transparency and investor protection. These regulations govern acquisitions exceeding defined thresholds, mandate open offers, and establish clear disclosure requirements. Below is an analysis of their key provisions:

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) introduced significant reforms to India’s corporate takeover framework by enhancing transparency and investor protection. These regulations govern acquisitions exceeding defined thresholds, mandate open offers, and establish clear disclosure requirements. Below is an analysis of their key provisions[7]:

1. Substantial Acquisition

It refers to acquiring shares/voting rights exceeding specified thresholds that trigger mandatory obligations. It can be classified into two categories:

i. Initial Threshold: 25% shareholding/voting rights (crossed for the first time).

ii. Creeping Acquisition: Up to 5% additional shares per financial year (1 April–31 March) for holders with 25–75% stake.

2. Control

It is defined under Regulation 2(1)(e) as the right to appoint a majority of directors and influence management/policy decisions through shareholding, agreements, or other means. However, it must be noted that mere directorship does not constitute control.

3. Open Offer Requirements and Thresholds

i. Mandatory Triggers

Open offers are compulsory in three scenarios as per the SEBI SAST Regulations 2011:

• • Regulation 3(1): Acquisition leading to ≥25% stake (from below 25%).
  • Regulation 3(2): Creeping acquisition exceeding 5% in a financial year by entities holding 25–75%.
  • Regulation 3(3): Acquisition increasing individual shareholding by ≥5% if already holding ≥25%.

ii. Voluntary Offer

These are only permitted for acquirers holding ≥25% but not exceeding 75%, allowing them to voluntarily offer up to 26% of voting rights, provided pricing and procedural norms are met.

4. Pricing and Disclosure Mechanisms

i. Offer Pricing

The minimum price calculated must be the highest of:

• • Negotiated price under share purchase agreement;
  • Volume-weighted average market price (26 weeks preceding the trigger date).
  • SEBI mandates independent directors to evaluate and recommend the offer price.

5. Disclosure Requirements

i. Event-Based Disclosures:

• • Acquirer: Disclose acquisitions crossing 5%, 10%, or subsequent 2% thresholds to inform existing shareholders.
  • Target Company: Disclose board decisions affecting shareholding patterns.
  • Public Announcement: As per the Regulations, a public announcement must be made within 4 working days of triggering an open offer detailing terms and timelines.

The 2011 regulations standardized thresholds, minimized ambiguities in control interpretation, and prioritized minority shareholders’ exit rights. By mandating transparent pricing and disclosures, SEBI curtailed hostile takeovers and ensured equitable participation in corporate restructuring. However, critics argue that the 26% minimum open offer size increases acquisition costs, potentially deterring legitimate M&A activity.

III. IMPACT OF SEBI’S TAKEOVER REGULATIONS ON CORPORATE TAKEOVERS

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, transformed India’s corporate takeover landscape. These regulations ensure that the interests of the shareholders of listed companies are protected by ensuring that their interests are not compromised in case of an acquisition by the acquirer. Simultaneously, it also prioritizes the interests of the minority shareholders since it forms an essential attribute of the principle, commonly known as corporate governance.

1. Key Changes Introduced in 2011 vs. Earlier Frameworks

i. Threshold Increases: The initial trigger for mandatory open offers was raised from 15% to 25%, making it difficult for an acquirer to gain substantial control. It was increased when the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations) 1997 were amended in 2011 by the Achuthan Committee.[8] [9]

Creeping acquisition limits were revised to 5% per financial year from 5% annually. The maximum permissible limit for the same is 75%, and the remaining 25% is mandatorily required to be held by the general public. Once an acquisition of 5%  shares in a financial year is done, every additional acquisition of 2% shares mandates a public announcement of such shares.[10] [11]

ii. Open Offer Size: An open offer is deemed to be an exit opportunity offered by an acquirer or raider or person acting in concert with the current shareholders of the target company to sell their stocks to them and take an exit if the futuristic outlook of the company doesn’t interest them. Similarly, the minimum open offer size was also expanded from 20% in 1997 to 26% in 2011, enabling minority shareholders to exit more effectively at the best possible opportunity in case of a hostile takeover or any other case.[12] [13]

iii. Non-Compete Fees: The concept of payment of a non-compete fee was completely eradicated when the Committee amended the Regulations. The fee was primarily introduced to prevent the promoters of the target company from commencing a new business of the same kind disguised as compensation for the promoters of the target company.[14]

iv. Control Definition: The amended regulations also provided for a widened scope of the definition of control. The new definition also provides for indirect influence, which goes beyond board appointments.[15] [16]

2. Impact on Acquirers and Target Companies

i. Strategic Adjustments: Acquirers face higher costs due to mandatory 26% open offers, deterring opportunistic bids but encouraging well-capitalized strategic buyers.[17] [18]

ii. Compliance Burden

• • Mandatory public announcements within 4 working days of triggering thresholds.[19]
  • Independent valuation requirements for offer pricing.[20]

iii. Deal Structuring: Increased reliance on exemptions (e.g., inter-se transfers, debt restructuring) to reduce open offer obligations.[21] [22]

3. Effect on Minority Shareholders

The amended regulations granted enhanced protections to the minority shareholders in two ways:

i. Mandatory open offers ensure exit opportunities at fair prices.[23] [24]

ii. Stricter disclosure norms for acquirers crossing 5% thresholds.[25] [26]

The 2011 regulations strengthened minority protections but increased compliance costs, reshaping India’s M&A landscape toward structured, transparency-driven deals. While hostile takeovers declined, strategic acquisitions leveraging exemptions thrived. Compared to global frameworks, SEBI’s approach prioritizes equitable exits over market fluidity, reflecting a unique balance between investor rights and corporate flexibility.

IV. CHALLENGES AND CRITICISM OF SEBI’S TAKEOVER REGULATIONS

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, have faced various challenges and criticisms since their implementation.

1. Ambiguity in the Definition of ‘Control’

The definition of “control” under Regulation 2(1)(e) remains a contentious issue. Control, as per the SEBI Regulations 2011, is inclusive of the right to appoint a majority of the directors or to control the management or policy decisions. The said right could either be exercised by a person or a group of persons acting in concert. However, this broad definition leads to varied interpretations, creating uncertainty in determining whether an acquirer has gained control or not. The Supreme Court’s decision in the landmark case SEBI v. Subhkam Ventures 2010 led the apex court to decide on a framework for protective rights, which later formed a crucial element of the brightline test proposed by SEBI in 2015 to demarcate the definition of control in corporate affairs.[27]

The concept of ‘control’ is central to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, mandating an open offer to public shareholders upon its acquisition, irrespective of shareholding percentage. While the regulations define ‘control’ inclusively—encompassing the right to appoint a majority of directors, manage the company, or dictate policy decisions—its broad nature often leads to interpretive challenges and disputes. This has prompted calls from market participants for clearer guidelines or “bright-line tests” to reduce ambiguity and litigation.

The discussion paper explores two potential options for establishing such bright-line tests. The first option involves creating a framework for protective rights, specifying rights that investors can hold without being deemed to have acquired control. These rights, such as veto powers over decisions outside the ordinary course of business, would primarily serve to protect investments rather than enable control over day-to-day operations or policy-making. The second option proposes adopting a numerical threshold, defining control based on the right to exercise a specified percentage of voting rights (potentially 25%) or the right to appoint a majority of non-independent directors. This approach aims to align with existing thresholds in the Companies Act and Substantial Acquisition regulations.

The paper also highlights international practices, noting that many countries define control based on specified voting rights, regardless of de facto control. While some nations also consider the ability to control the composition of the board or influence company policies, the need for a more definitive approach in India is evident to reduce regulatory uncertainty. The paper considers that while a framework of protective rights offers flexibility, it could still lead to interpretation complexities. In contrast, a numerical threshold would provide a clear, objective standard, though it might not capture all instances of de facto control.[28]

2. Regulatory Hurdles and Compliance Burden

Companies face significant regulatory hurdles due to stringent compliance requirements under the Takeover Regulations.

i. Disclosure Norms: The requirement to disclose acquisitions that cross thresholds (5%, 10%, etc.) can complicate deal structuring and deter potential acquirers who fear triggering open offer obligations. The obligation to disclose was primarily introduced to inform the target company and its existing shareholders that an attack had been initiated. Additionally, the chances of minimizing a hostile takeover can be reduced by opting for takeover defences.

ii. Compliance Costs: The necessity for independent valuations and public announcements, along with detailed public statements and payment of fees, which is Rs. 1.25 lacs for submission of a draft of open offer, adds substantial costs and delays to transactions, impacting the timeliness of corporate actions. Further, if the Board fails to furnish its approval within the prescribed period, it sets back the whole process.

These hurdles may discourage smaller companies from pursuing strategic acquisitions, as the regulatory burden can outweigh potential benefits.[29]

3. Concerns of Promoters and Institutional Investors

Promoters often express concerns regarding the regulations’ impact on their ability to manage their companies effectively:

i. Control Dilution: The mandatory open offer requirements can dilute promoter control during acquisitions, making it difficult for them to retain decision-making power.

ii. Institutional Investor Hesitance: Institutional investors may hesitate to engage in takeovers due to fears of regulatory scrutiny and potential backlash from minority shareholders, leading to reduced market activity.

These concerns highlight a tension between regulatory intentions and practical business operations.[30]

4. Regulatory Hurdles

i. Stringent Disclosure Norms

• • • The stringent disclosure requirements can significantly affect deal structuring by creating uncertainty.
    • Acquirers must navigate complex disclosure timelines and requirements, which may lead to delays or changes in strategy as they attempt to comply. Failure to adhere to the same attracts hefty penalties under sections 15H and 24 of the SEBI Act, 1992.

ii. Practical Challenges in Compliance

Companies often face practical challenges in adhering to the regulations:

• • • Lack of Clarity: Ambiguities in definitions (e.g., control) can lead companies to second-guess their compliance strategies, resulting in potential violations. However, the definition of control was widened in the 2011 amendment and in the Brightline test introduced by SEBI in 2015, which highlighted what control exactly means.
    • Resource Allocation: Smaller firms may struggle with the resource allocation necessary for compliance, diverting attention from core business activities.[31]

5. Loopholes and Potential Misuse

i. Concerns Regarding Creeping Acquisition Limits

The creeping acquisition limits allow shareholders with existing stakes (25% to 75 %) to acquire additional shares without triggering an open offer. This provision raises concerns about:

• • Market Manipulation: Acquirers could exploit these limits to gradually increase their stake while avoiding transparency obligations.

ii. Loopholes and Ambiguities in Enforcement

Despite SEBI’s efforts to close loopholes, ambiguities remain:

• • Interpretational Flexibility: The broad definitions within the regulations allow for varying interpretations by different stakeholders, leading to inconsistent enforcement.
  • Regulatory Discretion: SEBI’s discretionary powers in granting exemptions can result in perceived favouritism or unequal treatment among acquirers, undermining investor confidence.[32]

While SEBI’s Takeover Regulations aim to enhance transparency and protect minority shareholders, they also present significant challenges for acquirers and target companies alike. The ambiguity surrounding control definitions, stringent compliance burdens, and potential loopholes necessitate ongoing scrutiny and refinement of these regulations to balance regulatory objectives with practical business realities.

V. RECOMMENDATIONS

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, introduced significant reforms to balance investor protection with market efficiency and have had a huge influence on corporate acquisitions in India. Below are recommendations for improving the regulatory framework while balancing control with market flexibility.

1. Lessons from International Best Practices

i. Clear Definitions: Establish precise definitions for “control” to minimize ambiguity and litigation, inspired by Hong Kong’s framework.

ii. Streamlined Processes: Implement efficient approval mechanisms for exemptions and open offers, reducing procedural delays.

iii. Dispute Resolution Mechanism: Introduce discretionary panels (similar to the UK’s London City Panel) for the swift resolution of takeover disputes.

iv. Anti-Frustration Measures: Prohibit defensive tactics by target companies (e.g., poison pills) to safeguard shareholder interests during acquisitions.

2. Refining the Regulatory Framework

i. Dynamic Thresholds: Link mandatory bid triggers (e.g., 25%) to market capitalization or sector-specific factors to align with global standards.

ii. Simplified Compliance: Mandate real-time disclosure of encumbered shares and pledged holdings to prevent covert acquisitions and reduce compliance burdens.

iii. Chain Principle: Address indirect acquisitions through layered transactions, drawing inspiration from the EU Takeover Directive.

3. Balancing Regulation with Market Flexibility

i. Principles-Based Approach: Shift from rigid rules to a “comply-or-explain” framework for exceptional cases, enhancing adaptability.

ii. Flexible Offer Structures: Allow partial offers (e.g., 51%) for strategic acquisitions while retaining 100% open offers for hostile bids.

iii. Market-Driven Pricing: Replace static pricing formulas with dynamic calculations incorporating sectoral growth metrics.

4. Policy Reforms and Future Outlook

i. Periodic Review Mechanism: Establish regular reviews of takeover regulations to adapt to evolving market trends and stakeholder needs.

ii. Revive the TRAC Committee: Reconstitute the Takeover Regulations Advisory Committee to reassess creeping acquisition limits and ensure global alignment.

These recommendations aim to enhance clarity, efficiency, and flexibility in India’s takeover regulatory framework while safeguarding shareholder rights and fostering corporate growth.

VI. CONCLUSION

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, represent a pivotal shift in India’s corporate governance landscape, aiming to protect minority shareholders while facilitating corporate takeovers. This research paper has explored the intricacies of these regulations, highlighting key concepts such as control, trigger thresholds, and open offers. It has become evident that while the regulations have strengthened investor rights and introduced a structured framework for corporate acquisitions, they also pose significant challenges that warrant critical examination.

The impact of SEBI’s regulations on corporate takeovers has been substantial, fostering a more transparent environment for shareholders. However, the increased compliance costs and complexities associated with mandatory open offers have raised concerns among potential acquirers. The findings indicate that while the regulations aim to deter hostile takeovers and protect minority interests, they may inadvertently stifle legitimate market activities due to their stringent provisions.

Criticism of the SEBI regulations centres on their rigidity and the potential for unintended consequences. Stakeholders have expressed the need for a more flexible approach that balances regulatory oversight with market dynamics. The recommendations outlined in this paper suggest adopting international best practices to enhance the regulatory framework, including clearer definitions of control and dynamic thresholds for mandatory bids.

In conclusion, as India continues to evolve its corporate governance standards, it is imperative that SEBI reassesses its takeover regulations to foster an environment conducive to both investor protection and market efficiency. By incorporating suggested reforms and embracing a more principles-based approach, India can create a robust framework that not only safeguards minority shareholders but also encourages healthy corporate growth through strategic mergers and acquisitions. The path forward lies in striking a delicate balance between regulation and flexibility, ensuring that the interests of all stakeholders are adequately represented in the ever-changing landscape of corporate takeovers.

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[5] Securities and Exchange Board of India, ‘Frequently Asked Questions on SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011’ (March 2022)

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[10] Varsha, “THE NEW TAKEOVER CODE BY THE SECURITIES AND EXCHANGE BOARD OF INDIA”

[11] Mahawar S, “Comparative Analysis of the Takeover Code in India and the UK” (iPleaders, April 13, 2022)

[12] “Anti-Acquirer and Pro-Shareholder? An Analysis of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 – NUJS Law Review” (NUJS Law Review)

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[14] “Anti-Acquirer and Pro-Shareholder? An Analysis of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 – NUJS Law Review” (NUJS Law Review)

[15] Gotur A, “Decoded: Substantial Acquisition of Stake and Takeovers…” (Blog by Tickertape, June 25, 2020)

[16] Mahawar S, “Comparative Analysis of the Takeover Code in India and the UK” (iPleaders, April 13, 2022)

[17] “Anti-Acquirer and Pro-Shareholder? An Analysis of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 – NUJS Law Review” (NUJS Law Review)

[18] Team E, “Role of Securities & Exchange Board of India in M&A” (LawCrust Global Consulting Company, December 9, 2024)

[19] Varsha, “THE NEW TAKEOVER CODE BY THE SECURITIES AND EXCHANGE BOARD OF INDIA”

[20] Team E, “Role of Securities & Exchange Board of India in M&A” (LawCrust Global Consulting Company, December 9, 2024)

[21] Gopalan K, “How Reliance Stunned Amazon in Its Battle to Take Over the Future Group” Business Today (April 5, 2022)

[22] Team E, “Role of Securities & Exchange Board of India in M&A” (LawCrust Global Consulting Company, December 9, 2024)

[23] Gotur A, “Decoded: Substantial Acquisition of Stake and Takeovers…” (Blog by Tickertape, June 25, 2020)

[24] “How Do SEBI’s Policies and Regulations Protect Investors? – Indian School of Public Policy” (Indian School of Public Policy –, February 20, 2025)

[25] Gotur A, “Decoded: Substantial Acquisition of Stake and Takeovers…” (Blog by Tickertape, June 25, 2020)

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[27] “Sebi Bright Line Tests for Control an Analysis” (Lakshmikumaran & Sridharan Attorneys)

[28] Securities and Exchange Board of India, ‘Order Against Nishith Desai & Associates’ (11 March 2016)

[29] Securities and Exchange Board of India, ‘Report of the Takeover Regulations Advisory Committee’ (19 July 2010)

[30] Securities and Exchange Board of India, ‘Report of the High-Powered Committee on Delisting of Securities’ (November 2010)

[31] “Nishith Desai Associates”

[32] Anshu Choudhary, “Case-Specific Exemptions under the Takeover Regulations: Key Takeaways from SEBI’s Orders” (India Corporate Law, April 8, 2024)