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The Original CHAUKIDAAR ,“TAKEOVER WATCHMAN” since 2007. CA. Arun Goenka* hands-on experience in the share market* deep knowledge of laws and account*one of the early players, pioneered an investment strategy in TAKEOVERS*The WIRC - of The Institute of Chartered Accountants of India, has honoured him with the ‘Recognition of CAs in Social Service’. * often invited by National business news; electronic and print media, for his views on SEBI related matters. * history of red-flagging 100+ cases to SEBI* contributes by giving inputs in drafting amendments to the regulation* Some of the suggestions reflected in subsequent regulatory changes: (a). In takeover of Cairn 3,750 Crores non-compete fees waived off and ultimately Removal of Non-compete fee in 2011 (b) November 2009 amending Regulation 11 (1). (c)Listing agreement baring promoters from voting on related party. (d) Disclosure of past performance by merchant bankers in case of IPO (e) SAST 2011 regulation 10(1)(h), (f) Counter Offer in case of Delisting (g) Interest payment to all in case of delays in Open Offers(05.06.20).

Sunday, June 14, 2020

VEDANTA vis-à-vis Adani Power delisting

SMALL INVESTORS’ WELFARE ASSOCIATION
Email : SirenBajao@gmail.com

Striking contrast in the speed of delisting process followed VEDANTA vis-à-vis Adani Power
Vedanta:
On 12 May 2020, the parent company of Vedanta Ltd. disclosed its intention to delist the company.  The target company, immediately on the same day informed stock exchanges at 20:19:18Hrs. about the delisting intentions of the promoters.
On 13th May 2020 merchant banker was appointed u/r Regulations 8(1A) and 8(1D) to carry out due diligence. On 18th May2020 Board meeting was convened  to
(i)             take on record and review the due diligence report of the Merchant Banker and 
(ii)            to approve/ reject the Delisting Proposal. The  Board of directors approved the proposal.
 On  25th May 2020 Postal Ballot notice was issued.
On  25th June, 2020,  Results for postal ballot shall be out.
This is probably the fastest any delisting proposal can move. Within 13 days the notice for postal ballot was issued by the company.
Adani Power
In juxtaposition to Vedanta, Adani Power also declared the intention of the promoters to delist. The time schedule so far in this case is as follows:
May 29, 2020, promoters informed the target company about its intention to delist. Co. informed stock exchanges on the same day.
Board meeting is convened on June 3, 2020; inter-alia to
1. To consider the Delisting Proposal;
2. Appointment of a merchant banker
3. To obtain from the Stock Exchanges, details of trading in shares of the
Company for a period of 2 (two) years prior to the date of board meeting
by top 25 (twenty-five) shareholders along with the details of off-market
transactions of such shareholders.
In case of Vedanta the Merchant banker’s report was obtained within 5 days and Board approval was obtained in 6 days of receipt of letter for delisting from the promoters, whereas in the case of Adani Power, the only milestone reached so far is, appointment of merchant banker. It is surprising to note that even for asking information from stock exchange about trading in shares by the top 25 shareholders,  the company thought a board approval is required.
June 14, 2020

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