GAZETTE OF INDIA
EXTRA-ORDINARY
PART (II) OF SECTION 3, SUB-SECTION (ii)
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
Mumbai, the 9th September 2002
NOTIFICATION
SECURITIES AND EXCHANGE BOARD OF INDIA
(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) SECOND AMENDMENT REGULATIONS, 2002
S.O.954 (E). In exercise of the powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, namely:-
1 (i). These regulations may be called the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Second Amendment Regulations, 2002.
(ii). These regulations except para (i) of clause (a) of regulation 6 of these regulations, shall come into force on the date of their publication in the Official Gazette.
(iii) Para (i) of clause (a) of regulation 6 of these regulations shall come into force with effect from 1st date of October, 2002.
2. In the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the “said Regulations”), in regulation 2, in sub-regulation (1),-
(a)in clause (c), the following Explanations shall be inserted at the end, namely :-
“Explanation: (i) Where there are two or more persons in control over the target company, the cesser of any one of such persons from such control shall not be deemed to be a change in control of management nor shall any change in the nature and quantum of control amongst them constitute change in control of management.
Provided that the transfer from joint control to sole control is effected in accordance with clause (e) of sub – regulation (1) of regulation 3.
(ii). If consequent upon change in control of the target company in accordance with regulation 3, the control acquired is equal to or less than the control exercised by person (s) prior to such acquisition of control, such control shall not be deemed to be a change in control”.
(b) in clause (cc), after the words “the Central Government”, the words “or by the State Government as the case may be” shall be inserted;
(c) for clause (f), the following clause shall be substituted, namely:-
‘(f) “offer period’ means the period between the date of entering into Memorandum of Understanding or the public announcement, as the case may be and the date of completion of offer formalities relating to the offer made under these regulations.’;
(d) for clause (h), the following clause shall be substituted, namely:-
‘(h) “promoter” means –
(i) the person or persons who are in control of the company,directly or indirectly, whether as a
