Procedure of inter se transfer between immediate relatives of Promoters under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations)
Note:
- This procedure has been prepared on the basis of facts that the transaction of proposed transfer is to be made between the immediate relatives, who are also the promoters of the Company.
- “immediate relative” means any spouse of a person, and includes parent, brother, sister or child of such person or of the spouse;
| Steps | Particulars | Relevant Provisions | Timelines |
| 1. | The acquirer shall intimate the details of the proposed acquisition made under Reg 10(1)(a) of SAST Regulations to the stock exchanges where the shares of the target company are listed, in such form as may be specified. | Reg 10(5) of SAST Regulations | At least four working days prior to the proposed acquisition. |
| 2. | The acquirer after acquisition shall disclose his aggregate shareholding:
a. to every stock exchange where the shares of the target company are listed; and b. to the target company at its registered office.
|
Reg 29(1) of SAST Regulations (in case the acquirer is holding less than 5% of share capital or total voting rights in the target Company)
OR Reg 29(2) (in case, the acquirer is already holding 5 % or more shares or voting rights in the target Company) |
Within two working days of the acquisition of shares in the target Company. |
| 3. | The acquirer shall also disclose the number of such securities acquired, to the company | Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of such transaction. |
| 4. | The Seller shall disclose the details of his disposal of shares in the target Company to:
a. every stock exchange where the shares of the target company are listed; and b. the target company at its registered office. |
Reg 29(2) of SAST Regulations | Within two working days of the disposal of shares in the target Company. |
| 5. | The Seller shall also disclose the number of such securities disposed of, to the Company. | Reg 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of such transaction. |
| 6. | The Company shall notify the particulars of such trading of both the acquirer as well as seller, to the stock exchange on which the securities are listed. | Reg 7(2)(b) of SEBI (Prohibition of Insider Trading) Regulations, 2015. | Within two trading days of receipt of the disclosure from the acquirer & seller or from becoming aware of such information. |
| 7. | The acquirer shall file a report with the stock exchanges where the shares of the target company are listed in respect of the acquisition made under Regulation 10(1)(a) of SAST Regulations in such form as may be specified. | Reg 10(6) of SAST Regulations | Not later than four working days from the date of acquisition. |
| 8. | The acquirer shall submit a report in such form as may be specified along with supporting documents to the Board giving all details in respect of acquisitions, along with a non-refundable fee of Rs. 150,000 (Rupees One Lakh Fifty Thousand) by way of direct credit in the bank account through NEFT/RTGS/IMPS or by way of a banker’s cheque or demand draft payable in Mumbai in favour of the Securities and Exchange Board of India. | Reg 10(7) of SAST Regulations | Within twenty-one working days of the date of acquisition. |
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