SEBI has issued a guidance note in the case of Pritish Nandi Communications (PNC). This has cleared the situation on such an issue, which had been confused for a long time. SEBI has clarified that the acquisition of a company will be considered effective from the date on which the company’s takeover has been agreed. However, SEBI This guidance is informal. However, it is expected to get a lot of help. It states that the purpose behind the acquisition of the acquisition of shares or not from voting rights but under the rules of takeover will be the most important.
PNAC sought guidance from SEBI in one case
Actually, PNC sought guidance from SEBI in a particular case. Ideas.com, a promoter group company, had done three transactions to gain 4.87 per cent stake in PNC. These transactions took place on 26, 27 and 28 March 2025. Stock exchanges also notified it. However, due to the holiday in the stock market on 29, 30 and 31 March, the share share was not transferred to the account of the company buying till 31 March. March 31 was the last day of the financial year.
What was said in SEBI guidance?
Pawan Kumar Vijay of Corporate Professionals said, “SEBI’s guidance has confirmed the principal of the takeover code. The objective behind purchasing shares with voting rights is the biggest factor, not the actual transfer of shares which leads to an open trigger. SEBI has been strengthened after introducing explanation about SEBI.” He also said that if purchased from the stock market, the buyer should ensure that the broker should have public announcements before placeting the order.
Why did this problem arise?
In the case of PNC, the transfer of shares was not seen with the Registrar and Transfer agents, as the transfer of shares was done on April 2, 2025 in the account. Since the new financial year had begun, it raised doubts that this acquisition of shares would be considered in FY25 or would be considered in FY26. Since the promoter’s company wanted to get more 5 per cent shares in FY26, which made the question more important whether the first purchased transactions will be considered in FY25 or would be considered in FY26.
Question on SEBI guidance
Anil Chaudhari, partner of Finsec Law Advisors, said, “I think the rules were removed. It is wrong. Guidance has said that most important is what was the date of interest shown to buy shares and when the order was placed. But, just by placing the order, the shareholders do not get voting rights. SEBI has passed this order, the date on which the date gets the right of voting rights will be considered as the date of trigger and not the date of the purchase order. “
What does SEBI guide mean?
In case of rules, informal guidance helps a lot if there is any doubt. However, it does not get a legal basis. Any regulated entity can ask SEBI to demand avomal guidance by paying a fee of Rs 25,000.
