About Me

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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).

Saturday, August 6, 2022

SEBI SUNTI HAI—THANK YOU SEBI--BIRLA SOFT BUY-BACK

 For the first time in my memory, Small shareholders are getting higher number of entitlement without the statutory 15% quota reserved for them. 

On 16th March 2019,  I had written to SEBI in the context of Buy-Back of Monte Carlo, that the benefit of non-participation by Promoters should be passed on to small shareholders. In subsequent Buy-Backs SEBI did take care of this and the result is; in Birla soft,  small shareholders are getting an allocation of 11.82 lacs shares as against the 15% quota of 11.70 Lacs shares. In the case of Monte Carlo earlier the actual acceptance ratio for HNI was higher than the retail shareholders. SEBI has now ensured that the benefit of no-participation by promoters flows down to small shareholders proportionately.     

 

Friday, July 8, 2022

 Introducing my BOOK  "Ins and Outs of SEBI Takeover Code, Buyback and Delisting"

About the book

The author takes you into the exhilarating world of SEBI. The regulations and the codes are drab & boring, but the games companies play, are like a roller coaster ride. The treachery, the frauds, the tricks and what have you. The cat & mouse games between the acquirers, the opportunist buyers and SEBI makes this book  an unputdownable reading material.

The book delves into the Takeover Code,  Buyback Regulations,  Delisting Regulations and discusses & dissects many past cases. All the regulations have been explained clause-by-clause and strewn with live examples of cases. The delisting chapter has listed the underbelly of delisting.

A separate division has been added on investors’ protection covering general investors’ protection and system of complaints registration- SCORES, discussing  cases of  market manipulation and insider trading, and some marquee cases e.g. Polo Hotels, Castrol, Dunlop, Tata Tea-Mount Everest Mineral Water, Nirma- Shree Rama Multi-tech, Golden Tobacco, Tata Tele, ISPAT, IDBI, DPSC etc.

SEBI does a great job of protecting the small investors from unscrupulous promoters, but sometimes misses the woods for the trees. The book mixes the theory and the real life situation and gives unparalleled insights into the practical aspects and implementation of the laws relating to the Securities market.

Amazon Link - 

https://www.amazon.in/dp/B0B5TBZJJ1/ref=sr_1_1?crid=1FBHCLGNKXFKN&keywords=ins+and+outs+of+SEBI+Takeover&qid=1657106035&s=books&sprefix=ins+and+outs+of+sebi+takeover%2Cstripbooks%2C210&sr=1-1

Publisher Link - 

https://www.commerciallawpublishers.com/details/Ins-and-out-of-the-SEBI-Takeover-Code,-Buyback-and-Delisting-Regulations-922.php 

Saturday, April 2, 2022

Small Investors' Welfare Association

TEXT OF LETTER WRITTEN TO SEBI 

Mar 30, 2022

Kindly note that the Open Offer for Escorts closed on 28th March 2022. As per the directions of SEBI the Manager to the offer had to inform through the stock exchanges the number of shares tendered. 

The last such announcement was made by the manager on 28th March 2022  lacked clarity and ensued a lot of confusion amongst investors. The letter (copy enclosed) said  "51,944,014 Equity Shares have been tendered... as of 5:55:23 pm IST on 28 March 2022" 

This failed to state till the time of closure or anything to the effect that this was the final number. Investors were confused,  if this is the final number of shares tendered or the offer was open till 12 PM Midnight.

A little bit more clarity in communication from the  top ranking merchant banker would have been appreciated.
 
It will also not be out of place that on the telephone numbers of the manager, given on the Letter of Offer, whenever an investor called, the stock reply was -- you write your query, there is no one available for any kind of discussion. Neither Mr. Prakhar Jaju or anyone else is available. The person on the other side even refused to give her name. Trying to talk to such manager is a sheer waste of precious time.

You are requested to kindly issue necessary directions to ensure that :

1. The person whose name is given, is available on the telephone number given, to answer investors' query. 
2. All communications  are clear and unambiguous.

Thanks & Regards
For Small Investors' Welfare Association,