Note on NBFC takeover

Note on Takeover of NBFC

INTRODUCTION

‘Takeover’ implies acquisition of control of a company which is already registered through the purchase or exchange of shares. Takeover takes place usually by acquisition or purchase from the shareholders of a company their shares at a specified price to the extent of at least controlling interest in order to gain control of the company.

‘Statutes involved in Takeover’

The takeover could take place through different methods. A company may acquire the shares of a unlisted company through what is called acquisition under as per the Companies Act, 2013. However where the shares of the company are widely held by the general public, it involves the process as set out in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended in 2002, 2004 and 2006.

The term ‘Takeover’ has not been defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the term basically envisages the concept of an acquirer taking over the control or management of the target company. When an acquirer, acquires substantial quantity of shares or voting rights of the target company, it results in the Substantial acquisition of Shares. Reserve Bank of India regulations ‘Non-Banking Financial Companies (Approval of Acquisition or Transfer of Control) Directions, 2015

SCOPE OF SERVICES TO BE RENDERED:

i) Arrangement of requisite details and documents of Seller Company to Buyer Company
ii) Consulting for Management change process and compliances
iii) Company Law Compliances
iv) Reserve Bank of India Compliances
v) RBI (NBFC) Department liasoning and change of management with object if any

Other Scope of work if required (Excluded currently in scope of work):
a) Shifting of registered office from Kolkata to Pune or Mumbai as per requirements of acquirer Company.
b) Due diligence of Company if required

PLACE OF RENDERING SERVICES:

The place of rendering services generally shall be our office situated at 496/B, 2nd Floor, Near KCC Classes, Kasba Peth, Pune-411011

Pramodkumar R. Ladda
Company Secretary

Tel: +91-20-24570055 | Office Cell : +91- 9404923393, 8624919609, 9175395604 |
Personal Mob. : +91- 9922735476, 9595271145 | Skype id: pramodladda
Ladda Bhutada & Associates : 2nd Floor, OM Apartment, SR No. 496/B, KCC Classes Lane,
Opp. R. M. Kabara Electricals & Rale Estate, Kasba Peth, Pune – 411011 Maharashtra, India.
info@csladda.com | http;//www.csladda.com

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Date: 21st December, 2016

To,
Mr. Prakashji Mundada,
Chartered Accountant,
Pune

Subject:- Details require from proposed investor or purchaser for Takeover of NBFC

NBFCs shall submit an application, in the company letter head, for obtaining prior approval of the Bank under paragraph 3, along with the following documents

a) Information about the proposed directors/ shareholders as per the Annex;
b) Sources of funds of the proposed shareholders acquiring the shares in the NBFC;
c) Declaration by the proposed directors/ shareholders that they are not associated with any unincorporated body that is accepting deposits;
d) Declaration by the proposed directors/ shareholders that they are not associated with any company, the application for Certificate of Registration (CoR) of which has been rejected by the Reserve Bank;
e) Declaration by the proposed directors/ shareholders that there is no criminal case, including for offence under section 138 of the Negotiable Instruments Act, against them; and
f) Bankers’ Report on the proposed directors/ shareholders.

INFORMATION ABOUT THE PROPOSED PROMOTERS/ DIRECTORS/ SHAREHOLDERS OF THE COMPANY (INDIVIDUALS)
Sr. No. Particulars Required Response
1 Name

2 Designation Chairman/ Managing Director/ Director/ Chief Executive Officer

3 Nationality
4 Age (to be substantiated with date of birth)
5 Business Address

6 Residential Address

7 E-mail address/ Telephone number

8 PAN Number under Income Tax Act

9 Director Identification Number (DIN)

10 a) Social security number/

b) Passport No .

c) Aadhar Card Number*

11 Educational/professional qualifications

12 Professional Achievement relevant to the job

13 Line of business or vocation

14 Any other information relevant to the Company

15 Name/s of other companies in which the person has held the post of Chairman/ Managing Director/ Director/ Chief Executive Officer

16
Name/s of the regulators (RBI,SEBI,IRDA,PFRDA,NHB or any other foreign regulator) of the entities mentioned in which the persons hold directorships

17 Name/s of the NBFCs, if any, with which the person is associated as Promoter, Managing Director, Chairman or Director including a Residuary Non-Banking Financial Company, which has been prohibited from accepting deposits/ prosecuted by RBI ?

18 Detail of prosecution, if any, pending or commenced or resulting in conviction in the past against the person and/or against any of the entities he is associated with for violation of economic laws and regulations

19 Cases, if any, where the person or relatives of the person or the companies in which the person is associated with, are in default or have been in default in the last 5 years in respect of credit facilities obtained from any entity or bank

20 If the person is a member of a professional association/ body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him/ her or whether he/ she has been banned from entry of any professional occupation at any time

21 Whether the person attracts any of the disqualification envisaged under Section 164 of the Companies Act, 2013

22 Has the person or any of the companies, he/ she is associated with, been subject to any investigation at the instance of the Government Department or Agency

23 Has the person at any time been found guilty of violations of rules/ regulations/ legislative requirements by Customs/ Excise/ Income Tax// Foreign Exchange/ Other Revenue Authorities, if so, give particulars

24 Experience in the business of NBFC (number of years)

25 Equity shareholding in the company

(i) No. of shares ……………………………

(ii) Face value Rs. ………………………..

(iii) Percentage to total paid up equity share capital of the company ……………………………

26 Name/s of the companies, firms and proprietary concerns in which the person holds substantial interest

27 Names of the principal bankers to the concerns at 26 above

28 Names of the overseas bankers *

29 Whether number of directorships held by the person exceeds the limits prescribed under Section 165 of the Companies Act, 2013 (If more than 20 Companies Directorship held by individual)

30 CIBIL Report (may be produced later on)

31 Character Verification Certificate

Signature :

Date :

Name :
Place:

Designation :

Company Seal :

INFORMATION ABOUT THE PROPOSED CORPORATE PROMOTER

Sr. No. Particulars Required Response
1 Name

2 Business Address

3 a) E-mail address
b) Telephone number

4 a) PAN Number under Income Tax Act
b) Corporate Identification Number

5 Name and contact details of compliance officer

6 Line of business

7 The details of their major shareholders (more than 10%) and line of activity, if corporates

8 Names of the principal bankers/ overseas bankers *

9 Name/s of the regulators (RBI,SEBI,IRDA,PFRDA,NHB or any other foreign regulator)

10 Name/s of Company/ies in the Group as defined in the Prudential Norms Directions

11 Name/s of the company/ies in the Group that are NBFCs

12 Specify the names of companies in the group which have been prohibited from accepting deposits/ prosecuted by RBI ?

13 Detail of prosecution, if any, pending or commenced or resulting in conviction in the past against the corporate for violation of economic laws and regulations

14 Cases, if any, where the corporate, is in default or have been in default in the last 5 years in respect of credit facilities obtained from any entity or bank

15 Whether the corporate has been subject to any investigation at the instance of the Government Department or Agency

16 Has the Corporate at any time been found guilty of violations of rules/ regulations/ legislative requirements by Customs/ Excise/ Income Tax// Foreign Exchange/ Other Revenue Authorities, if so, give particulars

17 Has the promoter corporate/ majority shareholder of the promoter corporate, if a corporate, ever applied to RBI for CoR which has been rejected

18 CIBIL Report (may be produced later on)

Signature :

Date :

Name :
Place:

Designation :

Company Seal :