SECURITIES AND EXCHANGE BOARD OF INDIA

(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Regulation
CHAPTER I 1 Short title, commencement and applicability
PRELIMINARY 2 Definitions
CHAPTER II 3 Substantial acquisition of shares or voting rights
SUBSTANTIAL 4 Acquisition of control
ACQUISITION 5 Indirect acquisition of shares or control
OF SHARES, 5A Delisting Offer
VOTING RIGHTS 6 Voluntary Offer
OR CONTROL 6A Wilful defaulter and Fugitive offender
7 Offer size
8 Offer Price
9 Mode of payment
10 General exemptions
11 Exemptions by the Board
CHAPTER – III 12 Manager to the open offer
OPEN OFFER 13 Timing
PROCESS 14 Publication
15 Contents
16 Filing of letter of offer with the Board
17 Provision of escrow
18 Other procedures
19 Conditional offer
20 Competing offers
21 Payment of consideration
22 Completion of acquisition
23 Withdrawal of open offer
CHAPTER - IV 24 Directors of the target company
OTHER 25 Obligations of the acquirer
OBLIGATIONS 26 Obligations of the target company
27 Obligations of the manager to the open offer
CHAPTER - V 28 Disclosure-related provisions
DISCLOSURES 29 Disclosure of acquisition and disposal
OF 30 omitted
SHAREHOLDING 31 Disclosure of encumbered shares
AND CONTROL
 Regulation 3 - Substantial acquisition of shares or voting rights.
3(1) No acquirer shall acquire shares or voting rights in a target company which taken together
with shares or voting rights, if any, held by him and by persons acting in concert with him in
such target company, entitle them to exercise twenty-five per cent or more of the voting
rights in such target company unless the acquirer makes a public announcement of an open
offer for acquiring shares of such target company in accordance with these regulations.
3(2) No acquirer, who together with persons acting in concert with him, has acquired and holds
in accordance with these regulations shares or voting rights in a target company entitling
them to exercise twenty-five per cent or more of the voting rights in the target company but
less than the maximum permissible non-public shareholding, shall acquire within any
financial year additional shares or voting rights in such target company entitling them to
exercise more than five per cent of the voting rights, unless the acquirer makes a public
announcement of an open offer for acquiring shares of such target company in accordance
with these regulations.

Provided that such acquirer shall not be entitled to acquire or enter into any agreement to
acquire shares or voting rights exceeding such number of shares as would take the aggregate
shareholding pursuant to the acquisition above the maximum permissible non-public
shareholding.

[Provided further that, acquisition pursuant to a resolution plan approved under section
31 of the Insolvency and Bankruptcy Code, 2016 [No. 31 of 2016] shall be exempt from the
obligation under the proviso to the sub-regulation (2) of regulation 3].

Explanation.— For purposes of determining the quantum of acquisition of additional voting

rights under this sub-regulation,—
(i) gross acquisitions alone shall be taken into account regardless of any
intermittent fall in shareholding or voting rights whether owing to disposal
of shares held or dilution of voting rights owing to fresh issue of shares by
the target company.
(ii) in the case of acquisition of shares by way of issue of new shares by the
target company or where the target company has made an issue of new
shares in any given financial year, the difference between the pre-
allotment and the post-allotment percentage voting rights shall be
regarded as the quantum of additional acquisition.
3(3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any
person, such that the individual shareholding of such person acquiring shares exceeds the
stipulated thresholds, shall also be attracting the obligation to make an open offer for
acquiring shares of the target company irrespective of whether there is a change in the
aggregate shareholding with persons acting in concert.
3(4) -
3(5) For the purpose of this regulation, any reference to “twenty-five per cent” in case of listed
entity which has listed its specified securities on Innovators Growth Platform shall be read
as “forty-nine per cent”
 Regulation 4 - Acquisition of control
4 Irrespective of acquisition or holding of shares or voting rights in a target company, no
acquirer shall acquire, directly or indirectly, control over such target company unless the
acquirer makes a public announcement of an open offer for acquiring shares of such target
company in accordance with these regulations.
Regulation 5 - Indirect acquisition of shares or control
5(1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in,
or control over, any company or other entity, that would enable any person and persons
acting in concert with him to exercise or direct the exercise of such percentage of voting
rights in, or control over, a target company, the acquisition of which would otherwise
attract the obligation to make a public announcement of an open offer for acquiring shares
under these regulations, shall be considered as an indirect acquisition of shares or voting
rights in, or control over the target company.

Indirectly acquires

Acquires Control
Adani RRPR NDTV (Target Company)
(listed)
Acquirer

Primary acquisition

5(2) Notwithstanding anything contained in these regulations, in the case of an indirect

acquisition attracting the provisions of sub-regulation (1) where,—
(a) the proportionate net asset value of the target company as a percentage of the
consolidated net asset value of the entity or business being acquired;
(b) the proportionate sales turnover of the target company as a percentage of the
consolidated sales turnover of the entity or business being acquired; or
(c) the proportionate market capitalisation of the target company as a percentage of the
enterprise value for the entity or business being acquired;

is in excess of eighty per cent, on the basis of the most recent audited annual financial
statements, such indirect acquisition shall be regarded as a direct acquisition of the target
company for all purposes of these regulations including without limitation, the obligations
relating to timing, pricing and other compliance requirements for the open offer.

(eg. If the NAV of NDTV is more than 80% of the consolidated NAV of RRPR, or
The sales turnover of NDTV is more than 80% of the consolidated sales turnover of RRPR, or
The market cap of NDTV is more than 80% of the enterprise value of NDTV,
Then, it will be a deemed direct acquisition)
Regulation 5A - Delisting Offer
5A(1) Notwithstanding anything contained in these regulations and the Delisting Regulations, in
the event the acquirer makes a public announcement of an open offer acquiring shares or
voting rights or control of a target company in terms of subregulation (1) of regulation 3,
regulation 4 or regulation 5, the acquirer may seek the delisting of the target company by
making a delisting offer in accordance with this regulation:
 Provided that the acquirer shall have declared his intention to so delist the target company
at the time of making such public announcement of an open offer as well as at the time of
making the detailed public statement. A subsequent declaration of delisting for the purpose
of the delisting offer proposed to be made under subregulation (1) shall not suffice.

Provided further that if the open offer is for an indirect acquisition that is not a deemed
direct acquisition under sub-regulation (2) of regulation 5, the declaration of the intent to
so delist shall be made initially only in the detailed public statement.

Explanation 1: The acquirer shall not, in such target company during the preceding two years
from the date of the public announcement made under this regulation, be:
(i) a promoter / promoter group / person(s) in control, or
(ii) directly / indirectly associated with the promoter or any person(s) in control, or
(iii) a person(s) holding more than twenty-five percent shares or voting rights.

Explanation 2: The acquirer shall not acquire joint control along with an existing promoter /
person in control of the company.
5(2) The delisting offer obligations shall be fulfilled by the acquirer in the following manner:
(a) the public announcement, the detailed public statement and the letter of offer
shall mention the open offer price determined in accordance with regulation 8 of
these regulations and the indicative price for delisting:

Provided further that the indicative price shall include a suitable premium
reflecting the price that the acquirer is willing to pay for the delisting offer with full
disclosures of the rationale and justification for the indicative price so determined
that can also be revised upwards by the acquirer before the start of the tendering
period which shall be duly disclosed to the shareholders.

(b) in case the response to the offer leads to the delisting threshold as provided under
regulation 21 of the Delisting Regulations :
(i) being met, all shareholders who tender their shares shall be paid the
indicative price;
(ii) not being met, all shareholders who tender their shares shall be paid the
open offer price.
5(3) Where a delisting offer made under sub-regulation (1) is not successful:
a) on account of the non–receipt of the prior approval of shareholders in terms of
regulation 11 of the Delisting Regulations; or
b) on account of non-receipt of the prior in-principle approval of the relevant stock
exchange in terms of regulation 12 of the Delisting Regulations; or
c) the threshold as specified under Regulation 21 of the Delisting Regulations is not
achieved;
the acquirer shall, within two working days in respect of such failure, make an
announcement in all the newspapers in which the detailed public statement was made and
comply with all the applicable provisions of these regulations in relation to completing of
the open offer.
5(4) Where a competing offer is made in terms of sub-regulation (1) of regulation 20 of these
regulations:
(a) the acquirer shall not be entitled to delist the target company;
 (b) the acquirer shall not be liable to pay interest to the shareholders on account of
delay due to the competing offer; and
(c) the acquirer shall comply with all the applicable provisions of these regulations and
make an announcement in this regard, within two working days from the date of
public announcement made in terms of sub-regulation (1) of regulation 20, in all the
newspapers where the detailed public statement was made.
5(5) The shareholders who have tendered shares in acceptance of the offer made under sub-
regulation (1), shall be entitled to withdraw such shares tendered, within five working days
from the date of the announcement under sub-regulation (3).
5(6) Where the target company fails to get delisted pursuant to a delisting offer under sub-
regulation (1), but which results in the shareholding of the acquirer exceeding the maximum
permissible non-public shareholding threshold:
(a) the acquirer may undertake a further attempt to delist the target company in
accordance with the Delisting Regulations during the period of twelve months from
the date of completion of the open offer, subject to the acquirer continuing to
exceed the maximum permissible non-public shareholding in the target company.
(b) such further delisting attempt shall be successful subject to the following
conditions:
(i) the delisting threshold as provided under regulation 21 of the Delisting
Regulations is met; and
(ii) fifty percent of the residual public shareholding is acquired.
(c) upon failure of the further delisting attempt, the acquirer shall ensure compliance
of the minimum public shareholding requirement of the target company under the
Securities Contract (Regulation) Rules, 1957 within a period of twelve months from
the end of the period referred to at clause (a).
(d) the floor price for a further delisting attempt as referred to at clause (a) shall be
higher of the following:
(i) the indicative price offered under the first delisting attempt;
(ii) the floor price determined under the Delisting Regulations as on the
relevant date of the subsequent attempt; and
(iii) the book value of the company as computed based on the method stated in
explanation to clause (a) under sub-regulation 2.
5(7) While undertaking delisting for the first or subsequent attempt, all the provisions of the
Delisting Regulations shall mutatis-mutandis be applicable, save as otherwise provided in
this regulation.
Regulation 6 - Voluntary Offer
6(1) An acquirer, who together with persons acting in concert with him, holds shares or voting
rights in a target company entitling them to exercise twenty-five per cent or more but less
than the maximum permissible non-public shareholding, shall be entitled to voluntarily
make a public announcement of an open offer for acquiring shares in accordance with these
regulations, subject to their aggregate shareholding after completion of the open offer not
exceeding the maximum permissible non-public shareholding:
Provided that where an acquirer or any person acting in concert with him has acquired
shares of the target company in the preceding fifty-two weeks without attracting the
obligation to make a public announcement of an open offer, he shall not be eligible to
voluntarily make a public announcement of an open offer for acquiring shares under this
regulation:
 Provided further that during the offer period such acquirer shall not be entitled to
acquire any shares otherwise than under the open offer.
6(2) An acquirer and persons acting in concert with him, who have made a public announcement
under this regulation to acquire shares of a target company shall not be entitled to acquire
any shares of the target company for a period of six months after completion of the open
offer except pursuant to another voluntary open offer.

Provided that such restriction shall not prohibit the acquirer from making a competing
offer upon any other person making an open offer for acquiring shares of the target
company.
6(3) Shares acquired through bonus issue or stock splits shall not be considered for purposes of
the dis-entitlement set out in this regulation.
6(4) For the purpose of this regulation, any reference to “twenty-five per cent” in case of listed
entity which has listed its specified securities on Innovators Growth Platform shall be read
as “forty-nine per cent”.
Regulation 6A – Open offer by Willful defaulter and Fugitive offender
6A Notwithstanding anything contained in these regulations, no person who is a wilful
defaulter shall make a public announcement of an open offer for acquiring shares or enter
into any transaction that would attract the obligation to make a public announcement of an
open offer for acquiring shares under these regulations:
Provided that this regulation shall not prohibit the wilful defaulter from making a
competing offer in accordance with regulation 20 of these regulations upon any other
person making an open offer for acquiring shares of the target company.
6B Notwithstanding anything contained in these regulations, no person who is a fugitive
economic offender shall make a public announcement of an open offer or make a
competing offer for acquiring shares or enter into any transaction, either directly or
indirectly, for acquiring any shares or voting rights or control of a target company.
Regulation 7 – Offer size
7(1) The open offer for acquiring shares to be made by the acquirer and persons acting in concert
with him under regulation 3 and regulation 4 shall be for at least twenty six per cent of
total shares of the target company, as of tenth working day from the closure of the
tendering period.
Provided that the total shares of the target company as of tenth working day from the
closure of the tendering period shall take into account all potential increases in the number
of outstanding shares during the offer period contemplated as of the date of the public
announcement.
Provided further that the offer size shall be proportionately increased in case of an
increase in total number of shares, after the public announcement, which is not
contemplated on the date of the public announcement.
7(2) The open offer made under regulation 6 shall be for acquisition of at least such number of
shares as would entitle the holder thereof to exercise an additional ten per cent of the
voting rights in the target company, and shall not exceed such number of shares as would
result in the post-acquisition holding of the acquirer and persons acting in concert with him
exceeding the maximum permissible nonpublic shareholding applicable to such target
company.
 Provided that in the event of a competing offer being made, the acquirer who has
voluntarily made a public announcement of an open offer under regulation 6 shall be
entitled to increase the number of shares for which the open offer has been made to such
number of shares as he deems fit.

Provided further that such increase in offer size shall have to be made within a period
of fifteen working days from the public announcement of a competing offer, failing which
the acquirer shall not be entitled to increase the offer size.
7(3) -
7(4) In the event the shares accepted in the open offer were such that the shareholding of the
acquirer taken together with persons acting in concert with him pursuant to completion of
the open offer results in their shareholding exceeding the maximum permissible non-public
shareholding, the acquirer shall be required to bring down the non-public shareholding to
the level specified and within the time permitted under Securities Contract (Regulation)
Rules, 1957.

Provided that if the open offer has been made by an acquirer under sub-regulation (1)
of regulation 3, regulation 4 or regulation 5 and the acquirer has stated upfront his intention
to retain the listing of the target company in the public announcement and the detailed
public statement issued pursuant to an open offer in accordance with these regulations, the
acquirer may alternatively undertake a proportionate reduction of the shares or voting
rights to be acquired pursuant to the underlying agreement for acquisition/ subscription of
shares or voting rights and the purchase of shares so tendered, upon the completion of the
open offer process such that the resulting shareholding of the acquirer in the target
company does not exceed the maximum permissible non-public shareholding prescribed
under the Securities Contract (Regulation) Rules, 1957.
7(5) Subject to regulation 5A, the acquirer whose shareholding exceeds the maximum
permissible non-public shareholding, pursuant to an open offer under these regulations,
shall not be eligible to make a voluntary delisting offer under the Delisting Regulations,
unless a period of twelve months has elapsed from the date of the completion of the offer
period.
7(6) Any open offer made under these regulations shall be made to all shareholders of the target
company, other than the acquirer, persons acting in concert with him and the parties to any
underlying agreement including persons deemed to be acting in concert with such parties,
for the sale of shares of the target company.
Regulation 8 – Offer price
8(1) The open offer for acquiring shares under regulation 3, regulation 4, regulation 5 or
regulation 6 shall be made at a price not lower than the price determined in accordance with
sub-regulation (2) or sub-regulation (3), as the case may be.
8(2) In the case of direct acquisition of shares or voting rights in, or control over the target
company, and indirect acquisition of shares or voting rights in, or control over the target
company where the parameters referred to in sub-regulation (2) of regulation 5 are met,
the offer price shall be the highest of,—
a) the highest negotiated price per share of the target company for any acquisition
under the agreement attracting the obligation to make a public announcement of
an open offer;
 b) the volume-weighted average price paid or payable for acquisitions, whether by the
acquirer or by any person acting in concert with him, during the fifty-two weeks
immediately preceding the date of the public announcement;
c) the highest price paid or payable for any acquisition, whether by the acquirer or by
any person acting in concert with him, during the twentysix weeks immediately
preceding the date of the public announcement;
d) the volume-weighted average market price of such shares for a period of sixty
trading days immediately preceding the date of the public announcement as traded
on the stock exchange where the maximum volume of trading in the shares of the
target company are recorded during such period, provided such shares are
frequently traded;

Provided that the price determined as per clause (d) shall not apply in the case of
disinvestment of a public sector undertaking by the Central Government or a State
Government, as the case may be:
Provided further that this proviso shall apply only in case of a change in control in
the public sector undertaking.

e) where the shares are not frequently traded, the price determined by the acquirer
and the manager to the open offer taking into account valuation parameters
including, book value, comparable trading multiples, and such other parameters as
are customary for valuation of shares of such companies; and
f) the per share value computed under sub-regulation (5), if applicable.
8(3) In the case of an indirect acquisition of shares or voting rights in, or control over the target
company, where the parameter referred to in sub-regulation (2) of regulation 5 are not
met, the offer price shall be the highest of,—
a) the highest negotiated price per share, if any, of the target company for any
acquisition under the agreement attracting the obligation to make a public
announcement of an open offer;
b) the volume-weighted average price paid or payable for any acquisition, whether by
the acquirer or by any person acting in concert with him, during the fifty-two weeks
immediately preceding the earlier of, the date on which the primary acquisition is
contracted, and the date on which the intention or the decision to make the primary
acquisition is announced in the public domain;
c) the highest price paid or payable for any acquisition, whether by the acquirer or by
any person acting in concert with him, during the twenty-six weeks immediately
preceding the earlier of, the date on which the primary acquisition is contracted,
and the date on which the intention or the decision to make the primary acquisition
is announced in the public domain;
d) the highest price paid or payable for any acquisition, whether by the acquirer or by
any person acting in concert with him, between the earlier of, the date on which the
primary acquisition is contracted, and the date on which the intention or the
decision to make the primary acquisition is announced in the public domain, and the
date of the public announcement of the open offer for shares of the target company
made under these regulations;
e) the volume-weighted average market price of the shares for a period of sixty trading
days immediately preceding the earlier of, the date on which the primary acquisition
is contracted, and the date on which the intention or the decision to make the
 primary acquisition is announced in the public domain, as traded on the stock
exchange where the maximum volume of trading in the shares of the target
company are recorded during such period, provided such shares are frequently
traded;

Provided that the price determined as per clause (e) shall not apply in the case
of disinvestment of a public sector undertaking by the Central Government or a
State Government, as the case may be
Provided further that this proviso shall apply only in case of a change in control in
the public sector undertaking;] and

f) the per share value computed under sub-regulation (5).

8(4) In the event the offer price is incapable of being determined under any of the parameters
specified in sub-regulation (3), without prejudice to the requirements of sub-regulation (5),
the offer price shall be the fair price of shares of the target company to be determined by
the acquirer and the manager to the open offer taking into account valuation parameters
including, book value, comparable trading multiples, and such other parameters as are
customary for valuation of shares of such companies.
8(5) In the case of an indirect acquisition and open offers under sub-regulation (2) of regulation
5 where,—
a) the proportionate net asset value of the target company as a percentage of the
consolidated net asset value of the entity or business being acquired;
b) the proportionate sales turnover of the target company as a percentage of the
consolidated sales turnover of the entity or business being acquired; or
c) the proportionate market capitalization of the target company as a percentage of
the enterprise value for the entity or business being acquired;
is in excess of fifteen per cent, on the basis of the most recent audited annual financial
statements, the acquirer shall, notwithstanding anything contained in sub-regulation (2) or
sub-regulation (3), be required to compute and disclose, in the letter of offer, the per share
value of the target company taken into account for the acquisition, along with a detailed
description of the methodology adopted for such computation.

(eg. If the NAV of NDTV is more than 15% of the consolidated NAV of RRPR, or
The sales turnover of NDTV is more than 15% of the consolidated sales turnover of RRPR, or
The market cap of NDTV is more than 15% of the enterprise value of NDTV,
Then, Adani will have to disclose in the letter of offer, the per share price value of NDTV taken
into account for acquisition of RRPR)
8(6) -
8(7) -
8(8) Where the acquirer has acquired or agreed to acquire whether by himself or through or
with persons acting in concert with him any shares or voting rights in the target company
during the offer period, whether by subscription or purchase, at a price higher than the
offer price, the offer price shall stand revised to the highest price paid or payable for any
such acquisition.

Provided that no such acquisition shall be made after the third working day prior to
the commencement of the tendering period and until the expiry of the tendering period.
8(9) The price parameters under sub-regulation (2) and sub-regulation (3) may be adjusted by
the acquirer in consultation with the manager to the offer, for corporate actions such as
issuances pursuant to rights issue, bonus issue, stock consolidations, stock splits, payment
of dividend, de-mergers and reduction of capital, where the record date for effecting such
corporate actions falls prior to three working days before the commencement of the
tendering period:

Provided that no adjustment shall be made for dividend declared with a record date
falling during such period except where the dividend per share is more than fifty per cent
higher than the average of the dividend per share paid during the three financial years
preceding the date of the public announcement.
8(10) Where the acquirer or persons acting in concert with him acquires shares of the target
company during the period of twenty-six weeks after the tendering period at a price higher
than the offer price under these regulations, the acquirer and persons acting in concert
shall pay the difference between the highest acquisition price and the offer price, to all
the shareholders whose shares were accepted in the open offer, within sixty days from
the date of such acquisition.

Provided that this provision shall not be applicable to acquisitions under another open
offer under these regulations or pursuant to the Delisting Regulations, or open market
purchases made in the ordinary course on the stock exchanges, not being negotiated
acquisition of shares of the target company whether by way of bulk deals, block deals or in
any other form.
8(11) Where the open offer is subject to a minimum level of acceptances, the acquirer may,
subject to the other provisions of this regulation, indicate a lower price, which will not be
less than the price determined under this regulation, for acquiring all the acceptances
despite the acceptance falling short of the indicated minimum level of acceptance, in the
event the open offer does not receive the minimum acceptance.
8(12) In the case of any indirect acquisition, other than the indirect acquisition referred in sub-
regulation (2) of regulation 5, the offer price shall stand enhanced by an amount equal to
a sum determined at the rate of ten per cent per annum for the period between the earlier
of the date on which the primary acquisition is contracted or the date on which the
intention or the decision to make the primary acquisition is announced in the public
domain, and the date of the detailed public statement, provided such period is more than
five working days.
8(13) The offer price for partly paid up shares shall be computed as the difference between the
offer price and the amount due towards calls-in-arrears including calls remaining unpaid
with interest, if any, thereon.
8(14) The offer price for equity shares carrying differential voting rights shall be determined by
the acquirer and the manager to the open offer with full disclosure of justification for the
price so determined, being set out in the detailed public statement and the letter of offer.

8(15) In the event of any of the price parameters contained in this regulation not being available
or denominated in Indian rupees, the conversion of such amount into Indian rupees shall
be effected at the exchange rate as prevailing on the date preceding the date of public
announcement and the acquirer shall set out the source of such exchange rate in the public
announcement, the detailed public statement and the letter of offer.
8(16) For purposes of clause (e) of sub-regulation (2) and sub-regulation (4), the Board may, at the
expense of the acquirer, require valuation of the shares by an independent merchant banker
other than the manager to the open offer or an independent chartered accountant in
practice having a minimum experience of ten years.
Regulation 9 – Mode of payment
9(1) The offer price may be paid, —
(a) in cash;
(b) by issue, exchange or transfer of listed shares in the equity share capital of the
acquirer or of any person acting in concert;
(c) by issue, exchange or transfer of listed secured debt instruments issued by the
acquirer or any person acting in concert with a rating not inferior to investment
grade as rated by a credit rating agency registered with the Board;
(d) by issue, exchange or transfer of convertible debt securities entitling the holder
thereof to acquire listed shares in the equity share capital of the acquirer or of any
person acting in concert; or
(e) a combination of the mode of payment of consideration stated in clause (a), clause
(b), clause (c) and clause (d);

Provided that where any shares have been acquired or agreed to be acquired by the
acquirer and persons acting in concert with him during the fifty-two weeks
immediately preceding the date of public announcement constitute more than ten
per cent of the voting rights in the target company and has been paid for in cash,
the open offer shall entail an option to the shareholders to require payment of the
offer price in cash, and a shareholder who has not exercised an option in his
acceptance shall be deemed to have opted for receiving the offer price in cash.

Provided further that in case of revision in offer price the mode of payment of
consideration may be altered subject to the condition that the component of the
offer price to be paid in cash prior to such revision is not reduced.
9(2) For the purposes of clause (b), clause (d) and clause (e) of sub-regulation (1), the shares
sought to be issued or exchanged or transferred or the shares to be issued upon conversion
of other securities, towards payment of the offer price, shall conform to the following
requirements, —
a) such class of shares are listed on a stock exchange and frequently traded at the time
of the public announcement;
b) such class of shares have been listed for a period of at least two years preceding
the date of the public announcement;
c) the issuer of such class of shares has redressed at least ninety five per cent. of the
complaints received from investors by the end of the calendar quarter immediately
preceding the calendar month in which the public announcement is made;
d) the issuer of such class of shares has been in material compliance with the listing
regulations for a period of at least two years immediately preceding the date of the
public announcement.
Provided that in case where the Board is of the view that a company has not been
materially compliant with the provisions of the listing regulations, the offer price
shall be paid in cash only;
 e) the impact of auditors’ qualifications, if any, on the audited accounts of the issuer
of such shares for three immediately preceding financial years does not exceed 5%
of the net profit or loss after tax of such issuer for the respective years; and
f) the Board has not issued any direction against the issuer of such shares not to access
the capital market or to issue fresh shares.
9(3) Where the shareholders have been provided with options to accept payment in cash or by
way of securities, or a combination thereof, the pricing for the open offer may be different
for each option subject to compliance with minimum offer price requirements under
regulation 8:

Provided that the detailed public statement and the letter of offer shall contain
justification for such differential pricing.
9(4) In the event the offer price consists of consideration to be paid by issuance of securities,
which requires compliance with any applicable law, the acquirer shall ensure that such
compliance is completed not later than the commencement of the tendering period:

Provided that in case the requisite compliance is not made by such date, the acquirer
shall pay the entire consideration in cash.
9(5) Where listed securities are offered as consideration, the value of such securities shall be
higher of:
a) the average of the weekly high and low of the closing prices of such securities
quoted on the stock exchange during the six months preceding the relevant date;
b) the average of the weekly high and low of the closing prices of such securities
quoted on the stock exchange during the two weeks preceding the relevant date;
and
c) the volume-weighted average market price for a period of sixty trading days
preceding the date of the public announcement, as traded on the stock exchange
where the maximum volume of trading in the shares of the company whose
securities are being offered as consideration, are recorded during the six-month
period prior to relevant date and the ratio of exchange of shares shall be duly
certified by an independent merchant banker (other than the manager to the open
offer) or an independent chartered accountant having a minimum experience of ten
years.
Regulation 10 – General Exemption
10(1) The following acquisitions shall be exempt from the obligation to make an open offer under
regulation 3 and regulation 4 subject to fulfillment of the conditions stipulated therefor,—
(a) acquisition pursuant to inter se transfer of shares amongst qualifying persons,
being,—
(i) immediate relatives;
(ii) persons named as promoters in the shareholding pattern filed by the target
company in terms of the 32[listing regulations or as the case may be, the
listing agreement] or these regulations for not less than three years prior to
the proposed acquisition;
(iii) a company, its subsidiaries, its holding company, other subsidiaries of such
holding company, persons holding not less than fifty per cent of the equity
shares of such company, other companies in which such persons hold not
less than fifty per cent of the equity shares, and their subsidiaries subject to
 control over such qualifying persons being exclusively held by the same
persons;
[Explanation: For the purpose of this sub-clause, the company shall include
a body corporate, whether Indian or foreign.]
(iv) persons acting in concert for not less than three years prior to the proposed
acquisition, and disclosed as such pursuant to filings under the listing
regulations or as the case may be, the listing agreement;
(v) shareholders of a target company who have been persons acting in concert
for a period of not less than three years prior to the proposed acquisition
and are disclosed as such pursuant to filings under the listing regulations or
as the case may be, the listing agreement, and any company in which the
entire equity share capital is owned by such shareholders in the same
proportion as their holdings in the target company without any differential
entitlement to exercise voting rights in such company.

Provided that for purposes of availing of the exemption under this clause,—
(i) If the shares of the target company are frequently traded, the
acquisition price per share shall not be higher by more than twenty-
five per cent of the volume-weighted average market price for a
period of sixty trading days preceding the date of issuance of notice
for the proposed inter se transfer under sub-regulation (5), as
traded on the stock exchange where the maximum volume of
trading in the shares of the target company are recorded during
such period, and if the shares of the target company are
infrequently traded, the acquisition price shall not be higher by
more than twentyfive percent of the price determined in terms of
clause (e) of sub-regulation (2) of regulation 8; and
(ii) the transferor and the transferee shall have complied with
applicable disclosure requirements set out in Chapter V

(b) acquisition in the ordinary course of business by,—

(i) an underwriter registered with the Board by way of allotment pursuant to
an underwriting agreement in terms of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(ii) a stock broker registered with the Board on behalf of his client in exercise
of lien over the shares purchased on behalf of the client under the bye-laws
of the stock exchange where such stock broker is a member;
(iii) a merchant banker registered with the Board or a nominated investor in the
process of market making or subscription to the unsubscribed portion of
issue in terms of Chapter XB of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009;
(iv) any person acquiring shares pursuant to a scheme of safety net in terms of
regulation 44 of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009;
(v) a merchant banker registered with the Board acting as a stabilising agent or
by the promoter or pre-issue shareholder in terms of regulation 45 of the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
 (vi) by a registered market-maker of a stock exchange in respect of shares for
which he is the market maker during the course of market making;
(vii) a Scheduled Commercial Bank, acting as an escrow agent; and
(viii) invocation of pledge by Scheduled Commercial Banks or Public Financial
Institutions as a pledgee.

(c) acquisitions at subsequent stages, by an acquirer who has made a public

announcement of an open offer for acquiring shares pursuant to an agreement of
disinvestment, as contemplated in such agreement.

Provided that,—
(i) both the acquirer and the seller are the same at all the stages of acquisition;
and
(ii) full disclosures of all the subsequent stages of acquisition, if any, have been
made in the public announcement of the open offer and in the letter of
offer.

(d) acquisition pursuant to a scheme,—

(i) made under section 18 of the Sick Industrial Companies (Special
Provisions) Act, 1985 (1 of 1986) or any statutory modification or re-
enactment thereto;
(ii) of arrangement involving the target company as a transferor company or as
a transferee company, or reconstruction of the target company, including
amalgamation, merger or demerger, pursuant to an order of a court or a
tribunal under any law or regulation, Indian or foreign; or
(iii) of arrangement not directly involving the target company as a transferor
company or as a transferee company, or reconstruction not involving the
target company’s undertaking, including amalgamation, merger or
demerger, pursuant to an order of a court or a tribunal or under any law or
regulation, Indian or foreign, subject to,—
(A) the component of cash and cash equivalents in the consideration paid
being less than twenty-five per cent of the consideration paid under the
scheme; and
(B) where after implementation of the scheme of arrangement, persons
directly or indirectly holding at least thirty-three per cent of the voting
rights in the combined entity are the same as the persons who held the
entire voting rights before the implementation of the scheme.
(da)acquisition pursuant to a resolution plan approved under section 31 of the
Insolvency and Bankruptcy Code, 2016 (31 of 2016);
(e) acquisition pursuant to the provisions of the Securitisation and Reconstruction of
Financial Assets and Enforcement of Security Interest Act, 2002;
(f) acquisition pursuant to the provisions of the Delisting Regulations;
(g) acquisition by way of transmission, succession or inheritance;
(h) acquisition of voting rights or preference shares carrying voting rights arising out of
the operation of sub-section (2) of section 47 of the Companies Act, 2013.
(i) Acquisition of shares by the lenders pursuant to conversion of their debt as part
of a debt restructuring implemented in accordance with the guidelines specified by
the Reserve Bank of India:
 (j) increase in voting rights arising out of the operation of sub-section (1) of section 106
of the Companies Act, 2013 (calls in arrears) or pursuant to a forfeiture of shares by
the target company, undertaken in compliance with the provisions of the
Companies Act, 2013 and its articles of association.
10(2A) An increase in the voting rights of any shareholder beyond the threshold limits stipulated in
sub-regulations (1) and (2) of regulation 3, without the acquisition of control, pursuant to
the conversion of equity shares with superior voting rights into ordinary equity shares,
shall be exempted from the obligation to make an open offer under regulation 3.
10(2B) Any acquisition of shares or voting rights or control of the target company by way of
preferential issue in compliance with regulation 164A of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 shall be exempt
from the obligation to make an open offer under subregulation (1) of regulation 3 and
regulation 4.
Explanation.- The above exemption from open offer shall also apply to the target company
with infrequently traded shares which is compliant with the provisions of subregulations (2),
(3), (4), (5),(6), (7) and (8) of regulation 164A of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.
10(3) An increase in voting rights in a target company of any shareholder beyond the limit
attracting an obligation to make an open offer under sub-regulation (1) of regulation 3,
pursuant to buy-back of shares by the target company shall be exempt from the obligation
to make an open offer provided such shareholder reduces his shareholding such that his
voting rights fall to below the threshold referred to in sub-regulation (1) of regulation 3
within ninety days from the date of the closure of the said buy-back offer.
10(4) The following acquisitions shall be exempt from the obligation to make an open offer under
sub-regulation (2) of regulation 3,—
(a) acquisition of shares by any shareholder of a target company, upto his entitlement,
pursuant to a rights issue;
(b) acquisition of shares by any shareholder of a target company, beyond his
entitlement, pursuant to a rights issue, subject to fulfillment of the prescribed
conditions.
10(5) In respect of acquisitions under clause (a) of sub-regulation (1), and clauses (e) and (f) of
sub-regulation (4), the acquirer shall intimate the stock exchanges where the shares of the
target company are listed, the details of the proposed acquisition in such form as may be
specified, at least four working days prior to the proposed acquisition, and the stock
exchange shall forthwith disseminate such information to the public.
10(6) In respect of any acquisition made pursuant to exemption provided for in this regulation,
the acquirer shall file a report with the stock exchanges where the shares of the target
company are listed, in such form as may be specified not later than four working days from
the acquisition, and the stock exchange shall forthwith disseminate such information to the
public.
10(7) In respect of any acquisition of or increase in voting rights pursuant to exemption provided
for in clause (a) of sub-regulation (1), sub-clause (iii) of clause (d) of subregulation (1), clause
(h) of sub-regulation (1), sub-regulation (2), sub-regulation (3) and clause (c) of sub-
regulation (4), clauses (a), (b) and (f) of sub-regulation (4), the acquirer shall, within twenty-
one working days of the date of acquisition, 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 rupees one lakh fifty thousand by way of
direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the
SEBI Payment Gateway or any other mode as may be specified by the Board from time to
time.
Regulation 11 - Exemptions by the Board
11(1) The Board may for reasons recorded in writing, grant exemption from the obligation to make
an open offer for acquiring shares under these regulations subject to such conditions as the
Board deems fit to impose in the interests of investors in securities and the securities
market.
11(2) The Board may for reasons recorded in writing, grant a relaxation from strict compliance
with any procedural requirement under Chapter III and Chapter IV subject to such conditions
as the Board deems fit to impose in the interests of investors in securities and the securities
market on being satisfied that,—
(a) the target company is a company in respect of which the Central Government or
State Government or any other regulatory authority has superseded the board of
directors of the target company and has appointed new directors under any law
for the time being in force, if,—
(i) such board of directors has formulated a plan which provides for
transparent, open, and competitive process for acquisition of shares or
voting rights in, or control over the target company to secure the smooth
and continued operation of the target company in the interests of all
stakeholders of the target company and such plan does not further the
interests of any particular acquirer;
(ii) the conditions and requirements of the competitive process are reasonable
and fair;
(iii) the process adopted by the board of directors of the target company
provides for details including the time when the open offer for acquiring
shares would be made, completed and the manner in which the change in
control would be effected; and
(b) the provisions of Chapter III and Chapter IV are likely to act as impediment to
implementation of the plan of the target company and exemption from strict
compliance with one or more of such provisions is in public interest, the interests of
investors in securities and the securities market.
11(3) For seeking exemption under sub-regulation (1), the acquirer shall, and for seeking
relaxation under sub-regulation (2) the target company shall file an application with the
Board, supported by a duly sworn affidavit, giving details of the proposed acquisition and
the grounds on which the exemption has been sought.
11(4) The acquirer or the target company, as the case may be, shall along with the application
referred to under sub-regulation (3) pay a non-refundable fee of rupees five lakh, by way
of direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the
SEBI Payment Gateway or any other mode as may be specified by the Board from time to
time.
11(5) The Board may after affording reasonable opportunity of being heard to the applicant and
after considering all the relevant facts and circumstances, pass a reasoned order either
granting or rejecting the exemption or relaxation sought as expeditiously as possible.
 Provided that the Board may constitute a panel of experts to which an application for
an exemption under sub-regulation (1) may, if considered necessary, be referred to make
recommendations on the application to the Board
11(6) The order passed under sub-regulation (5) shall be hosted by the Board on its official
website.
Regulation 12 - Manager to the open offer
12(1) Prior to making a public announcement, the acquirer shall appoint a merchant banker
registered with the Board, who is not an associate of the acquirer, as the manager to the
open offer.
12(2) The public announcement of the open offer for acquiring shares required under these
regulations shall be made by the acquirer through such manager to the open offer.
Regulation 13 - Timing
13(1) The public announcement referred to in regulation 3 and regulation 4 shall be made in
accordance with regulation 14 and regulation 15, on the date of agreeing to acquire shares
or voting rights in, or control over the target company.
13(2) Such public announcement,—
(a) in the case of market purchases, shall be made prior to placement of the purchase
order with the stock broker to acquire the shares, that would take the entitlement
to voting rights beyond the stipulated thresholds;
(b) pursuant to an acquirer acquiring shares or voting rights in, or control over the
target company upon converting convertible securities without a fixed date of
conversion or upon conversion of depository receipts for the underlying shares of
the target company shall be made on the same day as the date of exercise of the
option to convert such securities into shares of the target company;
(c) pursuant to an acquirer acquiring shares or voting rights in, or control over the
target company upon conversion of convertible securities with a fixed date of
conversion shall be made on the second working day preceding the scheduled date
of conversion of such securities into shares of the target company;
(d) pursuant to a disinvestment shall be made on the same day as the date of executing
the agreement for acquisition of shares or voting rights in or control over the target
company;
(e) in the case of indirect acquisition of shares or voting rights in, or control over the
target company where none of the parameters referred to in sub-regulation (2) of
regulation 5 are met, may be made at any time within four working days from the
earlier of, the date on which the primary acquisition is contracted, and the date on
which the intention or the decision to make the primary acquisition is announced in
the public domain;
(f) in the case of indirect acquisition of shares or voting rights in, or control over the
target company where any of the parameters referred to in subregulation (2) of
regulation 5 are met shall be made on the earlier of, the date on which the primary
acquisition is contracted, and the date on which the intention or the decision to
make the primary acquisition is announced in the public domain;
(g) pursuant to an acquirer acquiring shares or voting rights in, or control over the
target company, under preferential issue, shall be made on the date on which 62[the
board of directors of the target company authorises such preferential issue.];
(h) the public announcement pursuant to an increase in voting rights consequential to
a buy-back not qualifying for exemption under regulation 10, shall be made not later
 than the ninetieth day from the date of closure of the buy-back offer by the target
company.
(i) the public announcement pursuant to any acquisition of shares or voting rights in or
control over the target company where the specific date on which title to such
shares, voting rights or control is acquired is beyond the control of the acquirer, shall
be made not later than two working days from the date of receipt of intimation of
having acquired such title.
13(2A) Notwithstanding anything contained in sub-regulation (2), a public announcement referred
to in regulation 3 and regulation 4 for a proposed acquisition of shares or voting rights in or
control over the target company through a combination of,-
(i) an agreement and any one or more modes of acquisition referred to in sub-
regulation (2) of regulation 13, or
(ii) any one or more modes of acquisition referred in clause (a) to (i) of sub-
regulation (2) of regulation 13,
shall be made on the date of first such acquisition, provided the acquirer discloses in the
public announcement the details of the proposed subsequent acquisition.
13(3) The public announcement made under regulation 6 shall be made on the same day as the
date on which the acquirer takes the decision to voluntarily make a public announcement
of an open offer for acquiring shares of the target company.
13(4) Pursuant to the public announcement made under sub-regulation (1) and sub-regulation (3),
a detailed public statement shall be published by the acquirer through the manager to the
open offer in accordance with regulation 14 and regulation 15, not later than five working
days of the public announcement.

Provided that the detailed public statement pursuant to a public announcement made
under clause (e) of sub-regulation (2) shall be made not later than five working days of the
completion of the primary acquisition of shares or voting rights in, or control over the
company or entity holding shares or voting rights in, or control over the target company.
Regulation 14 - Publication
14(1) The public announcement shall be sent to all the stock exchanges on which the shares of
the target company are listed, and the stock exchanges shall forthwith disseminate such
information to the public.
14(2) A copy of the public announcement shall be sent to the Board and to the target company
at its registered office within one working day of the date of the public announcement.
14(3) The detailed public statement pursuant to the public announcement referred to in sub-
regulation (4) of regulation 13 shall be published in all editions of any one English national
daily with wide circulation, any one Hindi national daily with wide circulation, and any one
regional language daily with wide circulation at the place where the registered office of the
target company is situated and one regional language daily at the place of the stock
exchange where the maximum volume of trading in the shares of the target company are
recorded during the sixty trading days preceding the date of the public announcement.
14(4) Simultaneously with publication of such detailed public statement in the newspapers, a copy
of the same shall be sent to,—
(i) the Board through the manager to the open offer,
(ii) all the stock exchanges on which the shares of the target company are listed, and
the stock exchanges shall forthwith disseminate such information to the public,
 (iii) the target company at its registered office, and the target company shall forthwith
circulate it to the members of its board.
Regulation 15 - Contents
15(1) The public announcement shall contain such information as may be specified, including the
following,—
(a) name and identity of the acquirer and persons acting in concert with him;
(b) name and identity of the sellers, if any;
(c) nature of the proposed acquisition such as purchase of shares or allotment of
shares, or any other means of acquisition of shares or voting rights in, or control
over the target company;
(d) the consideration for the proposed acquisition that attracted the obligation to make
an open offer for acquiring shares, and the price per share, if any;
(e) the offer price, and mode of payment of consideration.;
(f) offer size, and conditions as to minimum level of acceptances, ( If any )
(g) intention of the acquirer to either delist the target company or retain the listing of
the target company.
In case of proposed delisting under regulation 5A, the proposed open offer price and
indicative price as required under regulation 5A shall be disclosed along with an explanation
setting out the rationale and basis for justifying the indicative price.
15(2) The detailed public statement pursuant to the public announcement shall contain such
information as may be specified in order to enable shareholders to make an informed
decision with reference to the open offer.
15(3) The public announcement of the open offer, the detailed public statement, and any other
statement, advertisement, circular, brochure, publicity material or letter of offer issued in
relation to the acquisition of shares under these regulations shall not omit any relevant
information, or contain any misleading information.
Regulation 16 – Filing of letter of offer with Board
16(1) Within five working days from the date of the detailed public statement made under sub-
regulation (4) of regulation 13, the acquirer shall, through the manager to the open offer,
file with the Board, a draft of the letter of offer containing such information as may be
specified along with a non-refundable fee, as per the following scale, by way of direct credit
in the bank account through NEFT/RTGS/IMPS or] 69[ online payment using the SEBI
Payment Gateway or any other mode as may be specified by the Board from time to time,—

Sl. No. Consideration payable under the Open Offer Fee (Rs.)
a. Upto ten crore rupees. Five lakh rupees (Rs.
5,00,000)
b. More than ten crore rupees, but less than or equal 0.5 per cent of the offer size
to one thousand crore rupees.
16(2) The consideration payable under the open offer shall be calculated at the offer price,
assuming full acceptance of the open offer, and in the event the open offer is subject to
differential pricing, shall be computed at the highest offer price, irrespective of manner of
payment of the consideration:

Provided that in the event of consideration payable under the open offer being
enhanced owing to a revision to the offer price or offer size the fees payable shall stand
revised accordingly, and shall be paid within five working days from the date of such revision.
16(3) The manager to the open offer shall provide soft copies of the public announcement, the
detailed public statement and the draft letter of offer in accordance with such specifications
as may be specified, and the Board shall upload the same on its website.
16(4) The Board shall give its comments on the draft letter of offer as expeditiously as possible
but not later than fifteen working days of the receipt of the draft letter of offer and in the
event of no comments being issued by the Board within such period, it shall be deemed that
the Board does not have comments to offer.

Provided that in the event the Board has sought clarifications or additional information
from the manager to the open offer, the period for issuance of comments shall be extended
to the fifth working day from the date of receipt of satisfactory reply to the clarification or
additional information sought.
16(5) In the case of competing offers, the Board shall provide its comments on the draft letter of
offer in respect of each competing offer on the same day.
16(6) In the event the disclosures in the draft letter of offer are inadequate the Board may call for
a revised letter of offer and shall deal with the revised letter of offer in accordance with sub-
regulation (4).
Regulation 17 – Provision of Escrow
17(1) Not later than two working days prior to the date of the detailed public statement of the
open offer for acquiring shares, the acquirer shall create an escrow account towards security
for performance of his obligations under these regulations, and deposit in escrow account
such aggregate amount as per the following scale:
Sl. Consideration payable under the Escrow Amount
No Open Offer
a. On the first five hundred crore an amount equal to twenty-five per
rupees cent of the consideration
b. On the balance consideration an additional amount equal to ten
per cent of the balance consideration

Provided that where an open offer is made conditional upon minimum level of
acceptance, hundred percent of the consideration payable in respect of minimum level of
acceptance or fifty per cent of the consideration payable under the open offer, whichever
is higher, shall be deposited in cash in the escrow account.

Provided further that in case of indirect acquisitions where public announcement has
been made in terms of clause (e) of sub-regulation (2) of regulation 13 of these regulations,
an amount equivalent to hundred per cent of the consideration payable in the open offer
shall be deposited in the escrow account.
17(2) The consideration payable under the open offer shall be computed as provided for in sub-
regulation (2) of regulation 16 and in the event of an upward revision of the offer price or of
the offer size, the value of the escrow amount shall be computed on the revised
consideration calculated at such revised offer price, and the additional amount shall be
brought into the escrow account prior to effecting such revision.
17(3) The escrow account referred to in sub-regulation (1) may be in the form of,—
a) cash deposited with any scheduled commercial bank;
b) bank guarantee issued in favour of the manager to the open offer by any scheduled
commercial bank; or
 c) deposit of frequently traded and freely transferable equity shares or other freely
transferable securities with appropriate margin.
Provided that securities sought to be provided towards escrow account under
clause (c) shall be required to conform to the requirements set out in sub-regulation
(2) of regulation 9.

Explanation: The cash component of the escrow account as referred to in clause (a)
above may be maintained in an interest bearing account, subject to the merchant
banker ensuring that the funds are available at the time of making payment to the
shareholders.
17(4) In the event of the escrow account being created by way of a bank guarantee or by deposit
of securities, the acquirer shall also ensure that at least one per cent of the total
consideration payable is deposited in cash with a scheduled commercial bank as a part of
the escrow account.
17(5) For such part of the escrow account as is in the form of a cash deposit with a scheduled
commercial bank, the acquirer shall while opening the account, empower the manager to
the open offer to instruct the bank to issue a banker’s cheque or demand draft or to make
payment of the amounts lying to the credit of the escrow account, in accordance with
requirements under these regulations.
17(6) For such part of the escrow account as is in the form of a bank guarantee, such bank
guarantee shall be in favour of the manager to the open offer and shall be kept valid
throughout the offer period and for an additional period of thirty days after completion of
payment of consideration to shareholders who have tendered their shares in acceptance of
the open offer.
17(7) For such part of the escrow account as is in the form of securities, the acquirer shall
empower the manager to the open offer to realise the value of such escrow account by sale
or otherwise, and in the event there is any shortfall in the amount required to be maintained
in the escrow account, the manager to the open offer shall be liable to make good such
shortfall.
17(8) The manager to the open offer shall not release the escrow account until the expiry of thirty
days from the completion of payment of consideration to shareholders who have tendered
their shares in acceptance of the open offer, save and except for transfer of funds to the
special escrow account as required under regulation 21.
17(9) In the event of non-fulfillment of obligations under these regulations by the acquirer the
Board may direct the manager to the open offer to forfeit the escrow account or any
amounts lying in the special escrow account, either in full or in part.
17(10) The escrow account deposited with the bank in cash shall be released only in the following
manner,—
(a) the entire amount to the acquirer upon withdrawal of offer in terms of regulation
23 as certified by the manager to the open offer:
Provided that in the event the withdrawal is pursuant to clause (c) of sub-regulation
(1) of regulation 23, the manager to the open offer shall release the escrow account
upon receipt of confirmation of such release from the Board;
(b) for transfer of an amount not exceeding ninety per cent of the escrow account, to
the special escrow account in accordance with regulation 21;
(c) to the acquirer, the balance of the escrow account after transfer of cash to the
special escrow account, on the expiry of thirty days from the completion of payment
 of consideration to shareholders who have tendered their shares in acceptance of
the open offer, as certified by the manager to the open offer;
(d) the entire amount to the acquirer upon the expiry of thirty days from the completion
of payment of consideration to shareholders who have tendered their shares in
acceptance of the open offer, upon certification by the manager to the open offer,
where the open offer is for exchange of shares or other secured instruments;
(e) the entire amount to the manager to the open offer, in the event of forfeiture for
non-fulfillment of any of the obligations under these regulations, for distribution in
the following manner, after deduction of expenses, if any, of registered market
intermediaries associated with the open offer,—
i. one third of the escrow account to the target company;
ii. one third of the escrow account to the Investor Protection and Education
Fund established under the Securities and Exchange Board of India (Investor
Protection and Education Fund) Regulations, 2009; and
iii. one third of the escrow account to be distributed pro-rata among the
shareholders who have accepted the open offer.
Regulation 18 – Other procedure
18(1) Simultaneously with the filing of the draft letter of offer with the Board under sub-regulation
(1) of regulation 16, the acquirer shall send a copy of the draft letter of offer to the target
company at its registered office address and to all stock exchanges where the shares of the
target company are listed.
18(2) The letter of offer shall be dispatched to the shareholders whose names appear on the
register of members of the target company as of the identified date, not later than seven
working days from the receipt of comments from the Board or where no comments are
offered by the Board, within seven working days from the expiry of the period stipulated in
sub-regulation (4) of regulation 16:

Explanation: (i) Letter of offer may also be dispatched through electronic mode in
accordance with the provisions of Companies Act, 2013.
(ii) On receipt of a request from any shareholder to receive a copy of the letter of offer in
physical format, the same shall be provided.

Provided that where local laws or regulations of any jurisdiction outside India may
expose the acquirer or the target company to material risk of civil, regulatory or criminal
liabilities in the event the letter of offer in its final form were to be sent without material
amendments or modifications into such jurisdiction, and the shareholders resident in such
jurisdiction hold shares entitling them to less than five per cent of the voting rights of the
target company, the acquirer may refrain from dispatch of the letter of offer into such
jurisdiction.
18(3) Simultaneously with the dispatch of the letter of offer in terms of sub-regulation (2), the
acquirer shall send the letter of offer to the custodian of shares underlying depository
receipts, if any, of the target company.
18(4) Irrespective of whether a competing offer has been made, an acquirer may make upward
revisions to the offer price, and subject to the other provisions of these regulations, to the
number of shares sought to be acquired under the open offer, at any time prior to the
commencement of the last one working day before the commencement of the tendering
period.
18(5) In the event of any revision of the open offer, whether by way of an upward revision in offer
price, or of the offer size, the acquirer shall,—
a) make corresponding increases to the amount kept in escrow account under
regulation 17 prior to such revision;
b) make an announcement in respect of such revisions in all the newspapers in which
the detailed public statement pursuant to the public announcement was made; and
c) simultaneously with the issue of such an announcement, inform the Board, all the
stock exchanges on which the shares of the target company are listed, and the
target company at its registered office.
18(6) The acquirer shall disclose during the offer period every acquisition made by the acquirer or
persons acting in concert with him of any shares of the target company in such form as may
be specified, to each of the stock exchanges on which the shares of the target company are
listed and to the target company at its registered office within twenty-four hours of such
acquisition, and the stock exchanges shall forthwith disseminate such information to the
public.

Provided that the acquirer and persons acting in concert with him shall not acquire or
sell any shares of the target company during the period between three working days prior
to the commencement of the tendering period and until the expiry of the tendering period.
18(6A) The acquirer shall facilitate tendering of shares by the shareholders and settlement of the
same, through the stock exchange mechanism as specified by the Board.
18(7) The acquirer shall issue an advertisement in such form as may be specified, one working
day before the commencement of the tendering period, announcing the schedule of
activities for the open offer, the status of statutory and other approvals, if any, whether
for the acquisition attracting the obligation to make an open offer under these regulations
or for the open offer, unfulfilled conditions, if any, and their status, the procedure for
tendering acceptances and such other material detail as may be specified

Provided that such advertisement shall be,—

a) published in all the newspapers in which the detailed public statement pursuant to
the public announcement was made; and
b) simultaneously sent to the Board, all the stock exchanges on which the shares of the
target company are listed, and the target company at its registered office.
18(8) The tendering period shall start not later than twelve working days from date of receipt of
comments from the Board under sub-regulation (4) of regulation 16 and shall remain open
for ten working days.
18(9) Shareholders who have tendered shares in acceptance of the open offer shall not be entitled
to withdraw such acceptance during the tendering period.
18(10) The acquirer shall, within ten working days from the last date of the tendering period,
complete all requirements under these regulations and other applicable law relating to the
open offer including payment of consideration to the shareholders who have accepted the
open offer.
18(11) The acquirer shall be responsible to pursue all statutory approvals required by the acquirer
in order to complete the open offer without any default, neglect or delay:

Provided that where the acquirer is unable to make the payment to the shareholders
who have accepted the open offer within such period owing to non receipt of statutory
 approvals required by the acquirer, the Board may, where it is satisfied that such non-receipt
was not attributable to any willful default, failure or neglect on the part of the acquirer to
diligently pursue such approvals, grant extension of time for making payments, subject to
the acquirer agreeing to pay interest to the shareholders for the delay at such rate as may
be specified.

Provided further that where the statutory approval extends to some but not all
shareholders, the acquirer shall have the option to make payment to such shareholders in
respect of whom no statutory approvals are required in order to complete the open offer
18(11A) Without prejudice to sub-regulation 11, in case the acquirer is unable to make payment to
the shareholders who have accepted the open offer within such period, the acquirer shall
pay interest for the period of delay to all such shareholders whose shares have been
accepted in the open offer, at the rate of ten per cent per annum.

Provided that in case the delay was not attributable to any act of omission or
commission of the acquirer, or due to the reasons or circumstances beyond the control of
acquirer, the Board may grant waiver from the payment of interest.

Provided further that the payment of interest would be without prejudice to the
Board taking any action under regulation 32 of these regulation or under the Act.
18(12) (a) The acquirer shall issue a post offer advertisement in such form as may be specified
within five working days after the offer period, giving details including aggregate
number of shares tendered, accepted, date of payment of consideration.
(b) Such advertisement shall be,—
i. published in all the newspapers in which the detailed public statement
pursuant to the public announcement was made; and
ii. simultaneously sent to the Board, all the stock exchanges on which the
shares of the target company are listed, and the target company at its
registered office.
Regulation 19 – Conditional offer
19(1) An acquirer may make an open offer conditional as to the minimum level of acceptance:

Provided that where the open offer is pursuant to an agreement, such agreement shall
contain a condition to the effect that in the event the desired level of acceptance of the
open offer is not received the acquirer shall not acquire any shares under the open offer
and the agreement attracting the obligation to make the open offer shall stand rescinded.
19(2) Where an open offer is made conditional upon minimum level of acceptances, the acquirer
and persons acting in concert with him shall not acquire, during the offer period, any shares
in the target company except under the open offer and any underlying agreement for the
sale of shares of the target company pursuant to which the open offer is made.
Regulation 20 - Contents
20(1) Upon a public announcement of an open offer for acquiring shares of a target company
being made, any person, other than the acquirer who has made such public
announcement, shall be entitled to make a public announcement of an open offer within
fifteen working days of the date of the detailed public statement made by the acquirer
who has made the first public announcement.
20(2) The open offer made under sub-regulation (1) shall be for such number of shares which,
when taken together with shares held by such acquirer along with persons acting in
concert with him, shall be at least equal to the holding of the acquirer who has made the
first public announcement, including the number of shares proposed to be acquired by
him under the offer and any underlying agreement for the sale of shares of the target
company pursuant to which the open offer is made.
20(3) Notwithstanding anything contained in these regulations, an open offer made within the
period referred to in sub-regulation (1) shall not be regarded as a voluntary open offer under
regulation 6, and the provisions of these regulations shall apply accordingly.
20(4) Every open offer made under sub-regulation (1) and the open offer first made shall be
regarded as competing offers for purposes of these regulations.
20(5) No person shall be entitled to make a public announcement of an open offer for acquiring
shares, or enter into any transaction that would attract the obligation to make a public
announcement of an open offer for acquiring shares under these regulations, after the
period of fifteen working days referred to in sub-regulation (1) and until the expiry of the
offer period for such open offer.
20(6) Unless the open offer first made is an open offer conditional as to the minimum level of
acceptances, no acquirer making a competing offer may be made conditional as to the
minimum level of acceptances.
20(7) No person shall be entitled to make a public announcement of an open offer for acquiring
shares, or enter into any transaction that would attract the obligation to make a public
announcement of an open offer under these regulations until the expiry of the offer period
where,—
(a) the open offer is for acquisition of shares pursuant to disinvestment, in terms of
clause (d) of sub-regulation (2) of regulation 13; or
(b) the open offer is pursuant to a relaxation from strict compliance with the provisions
of Chapter III or Chapter IV granted by the Board under sub-regulation (2) of
regulation 11.
20(8) The schedule of activities and the tendering period for all competing offers shall be carried
out with identical timelines and the last date for tendering shares in acceptance of the every
competing offer shall stand revised to the last date for tendering shares in acceptance of the
competing offer last made.
20(9) Upon the public announcement of a competing offer, an acquirer who had made a preceding
competing offer shall be entitled to revise the terms of his open offer provided the revised
terms are more favourable to the shareholders of the target company.

Provided that the acquirers making the competing offers shall be entitled to make
upward revisions of the offer price at any time up to one working day prior to the
commencement of the tendering period.
20(10) Except for variations made under this regulation, all the provisions of these regulations shall
apply to every competing offer.
Regulation 21 - Payment of consideration
21(1) For the amount of consideration payable in cash, the acquirer shall open a special escrow
account with a banker to an issue registered with the Board and deposit therein, such sum
as would, together with cash transferred under clause (b) of sub-regulation (10) of
regulation 17, make up the entire sum due and payable to the shareholders as consideration
 payable under the open offer, and empower the manager to the offer to operate the special
escrow account on behalf of the acquirer for the purposes under these regulations.
21(2) Subject to provisos to sub-regulation (11) of regulation 18, the acquirer shall complete
payment of consideration whether in the form of cash, or as the case may be, by issue,
exchange or transfer of securities, to all shareholders who have tendered shares in
acceptance of the open offer, within ten working days of the expiry of the tendering period.
21(3) Unclaimed balances, if any, lying to the credit of the special escrow account referred to in
sub-regulation (1) at the end of seven years from the date of deposit thereof, shall be
transferred to the Investor Protection and Education Fund established under the Securities
and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009.
Regulation 22 - Completion of acquisition
22(1) The acquirer shall not complete the acquisition of shares or voting rights in, or control over,
the target company, whether by way of subscription to shares or a purchase of shares
attracting the obligation to make an open offer for acquiring shares, until the expiry of the
offer period.
22(2) Notwithstanding anything contained in sub-regulation (1), subject to the acquirer
depositing in the escrow account under regulation 17, cash or providing unconditional and
irrevocable bank guarantee issued in favour of the manager to the open offer by any
scheduled commercial bank, subject to the approval of the Reserve Bank of India, of an
amount equal to the entire consideration payable under the open offer assuming full
acceptance of the open offer, the parties to such agreement may after the expiry of twenty-
one working days from the date of detailed public statement, act upon the agreement and
the acquirer may complete the acquisition of shares or voting rights in, or control over the
target company as contemplated.
22(2A) Notwithstanding anything contained in sub-regulation (1), an acquirer may acquire shares
of the target company through preferential issue or through the stock exchange settlement
process, subject to,-
i. such shares being kept in an escrow account,
ii. the acquirer not exercising any voting rights over such shares kept in the escrow
account.
Provided that such shares may be transferred to the account of the acquirer, subject to the
acquirer complying with requirements specified in sub-regulation(2).
22(3) The acquirer shall complete the acquisitions contracted under any agreement attracting
the obligation to make an open offer not later than twenty-six weeks from the expiry of
the offer period.

Provided that in the event of any extraordinary and supervening circumstances

rendering it impossible to complete such acquisition within such period, the Board may for
reasons to be published, may grant an extension of time by such period as it may deem fit
in the interests of investors in securities and the securities market.
Regulation 23 - Withdrawal of open offer
23(1) An open offer for acquiring shares once made shall not be withdrawn except under any of
the following circumstances,—
a) statutory approvals required for the open offer or for effecting the acquisitions
attracting the obligation to make an open offer under these regulations having been
finally refused, subject to such requirements for approval having been specifically
disclosed in the detailed public statement and the letter of offer;
 b) the acquirer, being a natural person, has died;
c) any condition stipulated in the agreement for acquisition attracting the obligation
to make the open offer is not met for reasons outside the reasonable control of the
acquirer, and such agreement is rescinded, subject to such conditions having been
specifically disclosed in the detailed public statement and the letter of offer; or
d) such circumstances as in the opinion of the Board, merit withdrawal.
23(2) In the event of withdrawal of the open offer, the acquirer shall through the manager to the
open offer, within two working days,—
(a) make an announcement in the same newspapers in which the public announcement
of the open offer was published, providing the grounds and reasons for withdrawal
of the open offer; and
(b) simultaneously with the announcement, inform in writing to,—
i. the Board;
ii. all the stock exchanges on which the shares of the target company are listed,
and the stock exchanges shall forthwith disseminate such information to the
public; and
iii. the target company at its registered office.
CHAPTER - IV OTHER OBLIGATIONS
Regulation 24 - Directors of the target company
24(1) During the offer period, no person representing the acquirer or any person acting in
concert with him shall be appointed as director on the board of directors of the target
company, whether as an additional director or in a casual vacancy.

Provided that after an initial period of fifteen working days from the date of detailed
public statement, appointment of persons representing the acquirer or persons acting in
concert with him on the board of directors may be effected in the event the acquirer
deposits in cash in the escrow account referred to in regulation 17, the entire
consideration payable under the open offer.
24(2) Where an open offer is made conditional upon minimum level of acceptances, the acquirer
and persons acting in concert shall, notwithstanding anything contained in these
regulations, and regardless of the size of the cash deposited in the escrow account referred
to regulation 17, not be entitled to appoint any director representing the acquirer or any
person acting in concert with him on the board of directors of the target company during
the offer period.
24(3) During the pendency of competing offers, notwithstanding anything contained in these
regulations, and regardless of the size of the cash deposited in the escrow account referred
to in regulation 17, by any acquirer or person acting in concert with him, there shall be no
induction of any new director to the board of directors of the target company.

Provided that in the event of death or incapacitation of any director, the vacancy
arising therefrom may be filled by any person subject to approval of such appointment by
shareholders of the target company by way of a postal ballot.
24(4) In the event the acquirer or any person acting in concert is already represented by a director
on the board of the target company, such director shall not participate in any deliberations
of the board of directors of the target company or vote on any matter in relation to the open
offer.
 Regulation 25 - Obligations of the acquirer
25(1) Prior to making the public announcement of an open offer for acquiring shares under these
regulations, the acquirer shall ensure that firm financial arrangements have been made for
fulfilling the payment obligations under the open offer and that the acquirer is able to
implement the open offer, subject to any statutory approvals for the open offer that may be
necessary.
25(2) In the event the acquirer has not declared an intention in the detailed public statement
and the letter of offer to alienate any material assets of the target company or of any of
its subsidiaries whether by way of sale, lease, encumbrance or otherwise outside the
ordinary course of business, the acquirer, where he has acquired control over the target
company, shall be debarred from causing such alienation for a period of two years after
the offer period.

Provided that in the event the target company or any of its subsidiaries is required to
so alienate assets despite the intention to alienate not having been expressed by the
acquirer, such alienation shall require a special resolution passed by shareholders of the
target company, by way of a postal ballot and the notice for such postal ballot shall inter alia
contain reasons as to why such alienation is necessary.
25(3) The acquirer shall ensure that the contents of the public announcement, the detailed public
statement, the letter of offer and the post-offer advertisement are true, fair and adequate
in all material aspects and not misleading in any material particular, and are based on
reliable sources, and state the source wherever necessary.
25(4) The acquirer and persons acting in concert with him shall not sell shares of the target
company held by them, during the offer period.
25(5) The acquirer and persons acting in concert with him shall be jointly and severally
responsible for fulfillment of applicable obligations under these regulations.
Regulation 26 - Obligations of the target company
26(1) Upon a public announcement of an open offer for acquiring shares of a target company
being made, the board of directors of such target company shall ensure that during the offer
period, the business of the target company is conducted in the ordinary course consistent
with past practice.
26(2) During the offer period, unless the approval of shareholders of the target company by way
of a special resolution by postal ballot is obtained, the board of directors of either the target
company or any of its subsidiaries shall not,—
(a) alienate any material assets whether by way of sale, lease, encumbrance or
otherwise or enter into any agreement therefor outside the ordinary course of
business;
(b) effect any material borrowings outside the ordinary course of business;
(c) issue or allot any authorised but unissued securities entitling the holder to voting
rights.
Provided that the target company or its subsidiaries may,—
(i) issue or allot shares upon conversion of convertible securities issued prior
to the public announcement of the open offer, in accordance with pre-
determined terms of such conversion;
(ii) issue or allot shares pursuant to any public issue in respect of which the red
herring prospectus has been filed with the Registrar of Companies prior to
the public announcement of the open offer; or
 (iii) issue or allot shares pursuant to any rights issue in respect of which the
record date has been announced prior to the public announcement of the
open offer;
(d) implement any buy-back of shares or effect any other change to the capital
structure of the target company;
(e) enter into, amend or terminate any material contracts to which the target company
or any of its subsidiaries is a party, outside the ordinary course of business, whether
such contract is with a related party, within the meaning of the term under
applicable accounting principles, or with any other person; and
(f) accelerate any contingent vesting of a right of any person to whom the target
company or any of its subsidiaries may have an obligation, whether such obligation
is to acquire shares of the target company by way of employee stock options or
otherwise.
26(3) In any general meeting of a subsidiary of the target company in respect of the matters
referred to in sub-regulation (2), the target company and its subsidiaries, if any, shall vote in
a manner consistent with the special resolution passed by the shareholders of the target
company.
26(4) The target company shall be prohibited from fixing any record date for a corporate action
on or after the third working day prior to the commencement of the tendering period and
until the expiry of the tendering period.
26(5) The target company shall furnish to the acquirer within two working days from the
identified date, a list of shareholders as per the register of members of the target company
containing names, addresses, shareholding and folio number, in electronic form, wherever
available, and a list of persons whose applications, if any, for registration of transfer of
shares are pending with the target company.

Provided that the acquirer shall reimburse reasonable costs payable by the target
company to external agencies in order to furnish such information.
26(6) Upon receipt of the detailed public statement, the board of directors of the target company
shall constitute a committee of independent directors to provide reasoned
recommendations on such open offer, and the target company shall publish such
recommendations:

Provided that such committee shall be entitled to seek external professional advice at
the expense of the target company.

Provided further that while providing reasoned recommendations on the open offer
proposal, the committee shall disclose the voting pattern of the meeting in which the open
offer proposal was discussed.
26(7) The committee of independent directors shall provide its written reasoned
recommendations on the open offer to the shareholders of the target company and such
recommendations shall be published in such form as may be specified, at least two working
days before the commencement of the tendering period, in the same newspapers where
the public announcement of the open offer was published, and simultaneously, a copy of
the same shall be sent to,—
i. the Board;
 ii. all the stock exchanges on which the shares of the target company are listed, and
the stock exchanges shall forthwith disseminate such information to the public; and
iii. to the manager to the open offer, and where there are competing offers, to the
manager to the open offer for every competing offer.
26(8) The board of directors of the target company shall facilitate the acquirer in verification of
shares tendered in acceptance of the open offer.
26(9) The board of directors of the target company shall make available to all acquirers making
competing offers, any information and co-operation provided to any acquirer who has made
a competing offer.
26(10) Upon fulfillment by the acquirer, of the conditions required under these regulations, the
board of directors of the target company shall without any delay register the transfer of
shares acquired by the acquirer in physical form, whether under the agreement or from
open market purchases, or pursuant to the open offer.
Regulation 27 - Obligations of the manager to the open offer
27(1) Prior to public announcement being made, the manager to the open offer shall ensure
that,—
(a) the acquirer is able to implement the open offer; and
(b) firm arrangements for funds through verifiable means have been made by the
acquirer to meet the payment obligations under the open offer.
27(2) The manager to the open offer shall ensure that the contents of the public announcement,
the detailed public statement and the letter of offer and the postoffer advertisement are
true, fair and adequate in all material aspects, not misleading in any material particular, are
based on reliable sources, state the source wherever necessary, and are in compliance with
the requirements under these regulations.
27(3) The manager to the open offer shall furnish to the Board a due diligence certificate along
with the draft letter of offer filed under regulation 16.
27(4) The manager to the open offer shall ensure that market intermediaries engaged for the
purposes of the open offer are registered with the Board.
27(5) The manager to the open offer shall exercise diligence, care and professional judgment to
ensure compliance with these regulations.
27(6) The manager to the open offer shall not deal on his own account in the shares of the target
company during the offer period.
27(7) The manager to the open offer shall file a report with the Board within fifteen working days
from the expiry of the tendering period, in such form as may be specified, confirming
status of completion of various open offer requirements.
CHAPTER - V DISCLOSURES OF SHAREHOLDING AND CONTROL
Regulation 28 - Disclosure-related provisions
28(1) The disclosures under this Chapter shall be of the aggregated shareholding and voting rights
of the acquirer or promoter of the target company or every person acting in concert with
him.
28(2) For the purposes of this Chapter, the acquisition and holding of any convertible security shall
also be regarded as shares, and disclosures of such acquisitions and holdings shall be made
accordingly.
28(3) For the purposes of this Chapter, the term “encumbrance” shall include,-
(a) any restriction on the free and marketable title to shares, by whatever name called,
whether executed directly or indirectly;
(b) pledge, lien, negative lien, non-disposal undertaking; or
 (c) any covenant, transaction, condition or arrangement in the nature of encumbrance,
by whatever name called, whether executed directly or indirectly.
28(4) Upon receipt of the disclosures required under this Chapter, the stock exchange shall
forthwith disseminate the information so received.
Regulation 29 - Disclosure of acquisition and disposal
29(1) Any acquirer, together with persons acting in concert with him acquiring shares or voting
rights in a target company, which taken together aggregates to five per cent or more of the
shares of such target company, shall disclose their aggregate shareholding and voting rights
in such target company in such form as may be specified.

Provided that in case of listed entity which has listed its specified securities on
Innovators Growth Platform, any reference to “five per cent” shall be read as “ten per cent”.
29(2) Any person together with persons acting in concert with him, holds shares or voting rights
entitling them to five per cent or more of the shares or voting rights in a target company,
shall disclose the number of shares or voting rights held and change in shareholding or voting
rights, even if such change results in shareholding falling below five per cent, if there has
been change in such holdings from the last disclosure made under sub-regulation (1) or
under this sub-regulation; and such change exceeds two per cent of total shareholding or
voting rights in the target company, in such form as may be specified.

Provided that in case of listed entity which has listed its specified securities on
Innovators Growth Platform, any reference to “five per cent” shall be read as “ten per cent”
and any reference to “two per cent” shall be read as “five per cent”.
29(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made
within two working days of the receipt of intimation of allotment of shares, or the
acquisition or the disposal of shares or voting rights 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.
29(4) For the purposes of this regulation, shares taken by way of encumbrance shall be treated as
an acquisition, shares given upon release of encumbrance shall be treated as a disposal, and
disclosures shall be made by such person accordingly in such form as may be specified.

Provided that such requirement shall not apply to a scheduled commercial bank or
public financial institution or a housing finance company or a systemically important non-
banking financial company as pledgee in connection with a pledge of shares for securing
indebtedness in the ordinary course of business.
[Explanation. - For the purpose of this sub-regulation, -
A. a “housing finance company” means a housing finance company registered with the
National Housing Bank for carrying on the business of housing finance and is either
deposit taking or having asset size worth rupees five hundred crores or more; and
B. a “systemically important non-banking financial company” shall have the same
meaning as assigned to it in the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018.
 Regulation 31 - Disclosure of encumbered shares
31(1) The promoter of every target company shall disclose details of shares in such target
company encumbered by him or by persons acting in concert with him in such form as may
be specified.
31(2) The promoter of every target company shall disclose details of any invocation of such
encumbrance or release of such encumbrance of shares in such form as may be specified.
31(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made
within seven working days from the creation or invocation or release of encumbrance, as
the case may be to,—
a) every stock exchange where the shares of the target company are listed; and
b) the target company at its registered office.
31(4) The promoter of every target company shall declare on a yearly basis that he, along with
persons acting in concert, has not made any encumbrance, directly or indirectly, other than
those already disclosed during the financial year.
31(5) The declaration required under sub-regulation (4) shall be made within seven working days
from the end of each financial year to –
a) every stock exchange where the shares of the target company are listed; and
b) the audit committee of the target company.