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Business takeover code re-written The Takeover Regulations Advisory Committee under the chairmanship of C. Achuthan, in its 139-page report to the Securities and Exchange Board of India (SEBI), has proposed sweeping changes on critical issues, including the open offer trigger, offer size, indirect acquisitions, exemptions from open offer obligations, calculating the offer price and competing offers. This comes nearly 16 years after the guidelines were formally notified for the first time and after 23 amendments to the last major review in 1997. The takeover panel, formed by SEBI in September 2009, has recommended an increase in the open offer trigger from 15 per cent to 25 per cent. Further, the open offer has to be made for all the shares of the target company, instead of the current practice of an offer for acquiring an additional 20 per cent. Analysts said the proposed rules would raise the financing required for taking over a firm, but would encourage investors taking strategic stakes in companies. The panel, which also had Tata Steel Ltd Chief Financial Officer (CFO) Koushik Chatterjee and Larsen & Toubro Ltd CFO Y M. Deosthalee as members, concluded that since a holding level of 25 per cent permits the exercise of de facto control over a company, thi s could be fixed as the appropriate open offer trigger threshold in the Indian context. The committee has also noted that the 100 per cent open offer requirement could result in an acquirer ending in holding beyond the maximum permissible non -public shareholding, which may require the acquirer to either de-list or bring down his holding to meet the continuous listing requirements. The panel has recommended that the acquirer may state upfront his intention to de -list if his holding in the target company were to cross the delisting threshold, pursuant to the open offer. In the absence of any such disclosure or when the response to the open offer is below the de-listing threshold, the acquirer would be required to either proportionately reduce both his acquisitions under the agreement that triggered the open offer and the acquisitions under the open offer or to bring down his holding to comply with continuous listing requirements. The committee has also recommended that a short public announcement should be made by the acquirer on the date of entering in to an agreement followed by a detailed public statement within five business days thereafter. The overall time-line for an open offer has been brought down from 97 days to 57 business days. The committee, in its attempt to enable transparent consolidation by persons already holding in excess of 25 per cent, has recommended voluntary offers of a minimum size of at least 10 per cent and a maximum size of such number of shares that would not result in any kind of breach of the maximum non-public shareholding permitted under the listing agreement. Under the existing regulations, an offer for a percentage lesser than minimum prescribed percentage can only be by shareholders holding more than 55 per cent. The panel has also recommended that creeping acquisition be permitted only for acquirers who hold more than 25 per cent of the voting capital, subject to aggregate post -acquisition

shareholding not exceeding the maximum permissible non -public shareholding. It has, however, left the annual creeping acquisition limit unchanged at five per cent. In another recommendation that is expected to enhance the corporate governance norms, the committee has made it mandatory for the independent directors of the target company to give their recommendation on the open offer. Also, no appointment of representatives of the acquirer to the board of directors of the target company would be permitted unless the acquirer places 100 per cent of the consideration under the open offer in c ash in an escrow account. Major changes have also been proposed in the manner minimum price payable is calculated. According to the committee, the offer price would be the highest of (i) market price to be based on 12 weeks volume weighted average of market prices as against higher of weekly averages of market prices for 26 weeks or 2 weeks; (ii) a qualitative improvement and expansion in the look back provision; (iii) in the case of indirect acquisitions, ascription of value to the target company under certain circumstances. Also, any kind of non -compete fee or control premium paid to promoters will have to be factored in while calculating the open offer price for the minority shareholders. PM s panel pegs exports at $216 billion India's exports are projected to grow by about 22 per cent to $216 billion in 2010 -11, on the back of recovery in global trade, according the Prime Minister's Economic Advisory Council. With contraction in global merchandise demand, India's exports declined by 4.7 per cent to $176.6 billion in 2009 -10. However, in the first two months of 2010 -11 exports grew by 35.7 per cent. The International Monetary Fund has projected that exports, at constant price, from emerging and developing economies would increase by 10.5 per cent in 20 10. Exports from the advanced economies are also expected to rise by 8.2 per cent. India-Iran sign six pacts In their first interaction after the UN imposed the fourth round of sanctions on Tehran in June 2010 over its controversial nuclear programme, Ind ia and Iran, on July 8, 2010, signed six pacts, including one on cooperation in new and renewable energy and another on increasing the number of flights between the two countries. The MOUs were signed at the end of the two-day meeting of the India -Iran joint commission. The other four accords were: agreement on transfer of sentenced prisoners; MOU on cooperation in small-scale industry between the National Small Industries Corporation (NSIC) and the Iranian Small Industries and Industrial Parks Organisatio n (ISIPO); programme of cooperation on science and technology; and MOU on cooperation between the Central Pulp and Paper Research Institute (CPPRI) of India and the Gorgan University of Agricultural Science and Natural Resources (GUASNR). The signing of the agreements clearly reflected New Delhi s intention that it would pursue

an independent policy on Iran, notwithstanding the American pressure on it not to enlarge the area of its engagement with Tehran. Although it is committed to abide by the UN sancti ons on Tehran, New Delhi maintains that the Iranian nuclear issue must be resolved through negotiations since the sanctions would only hurt the common Iranian people. While recognising Iran s right to develop nuclear energy for peaceful purposes, it has also advised Iran to strictly abide by the IAEA guidelines while pursuing its nuclear programme. The two sides also discussed the situation in Afghanistan at length with both of them expressing their common stakes in the stability of the violence-torn country. New Delhi is believed to have pressed for structured and regular consultations with Tehran on defeating terrorists in Afghanistan and in the Visit of Myanmar s military ruler Ignoring worldwide concerns over human rights violations in Myanmar, New De lhi rolled out a red carpet welcome for Myanmar military ruler General Than Shwe on July 27, 2010. Top Indian leaders held wide-ranging talks with him on a plethora of issues, including bilateral ties as well as international developments. The increasing Chinese influence in the South East Asian nation is apparently weighing heavily in the mind of the Indian leadership as it seeks to increase its engagement with Myanmar, particularly in the vital energy sector and in fighting Indian insurgents operating along the India-Myanmar border. The two countries signed five accords after talks between Prime Minister Manmohan Singh and the 77-year-old leader of the military junta . Simultaneously, the EXIM Bank of India extended a line of credit of $60 million to th e Myanmar Foreign Trade Bank. The treaty on mutual legal assistance in criminal matters is expected to help the two countries combat transnational organised crimes, terrorism, drug trafficking, money laundering and smuggling of arms and explosives. The MoU on Indian grant assistance for implementation of small development projects is aimed at boosting Indian investments in energy, transport and infrastructure sectors. Strategic observers say the change in India s policy towards Myanmar was prompted by China wooing the military junta to make deep inroads into virtually every sphere of Myanmar s economic activity. Though China has its own strategic interests in engaging the junta in Myanmar, the military rulers are worried that their image outside the country is sullied because of its poor record in protecting human rights. The military ruler wants to correct this image by introducing some kind of democracy. His visit to India was also aimed at gaining global respectability. Visit of British Prime Minis ter British Prime Minister David Cameron came visiting India in July 2010. Talking on terrorism affecting the region, he said that Pakistan could not be allowed to harbour militants and

promote terror against India, Afghanistan and the rest of the world. O n his first visit to India after becoming Prime Minister in May 2010, he laid out the basis for a new enhanced relationship with India. Apart from Cameron s own tough talk on terrorism, his business minister Vince Cable announced the UK was prepared to e xport civil nuclear technology to India, bringing Britain in line with the stance taken by the United States, Russia and France. Travelling to Bangalore and then to Delhi, Cameron signed a Rs 5,082 crore agreement for the Indian Air Force and Navy to buy an additional 57 Hawk Advanced Jet Trainer aircraft from British Aerospace Systems. India and the UK also made announcements in the field of immigration, education and signed an agreement on cultural cooperation. Cameron welcomed India s support to Afghanistan, Nepal and Bhutan, its intellectual leadership at the G20, and said the time was ripe for India to find a place in the UN Security Council. Unified Command to battle Naxals In what is a first step at forming a common strategy for States hit by Naxal violence, the Centre announced, on July 13, 2010, setting up of a Unified Command in Chhattisgarh, Jharkhand, Orissa and West Bengal. Realising that development and action in Maoist areas should be together, the Centre also announced that over Rs 1,750 crore would be spent on developmental projects in the four States. The Chief Secretary of each State will head the Unified Command, which will have a retired Major-General as its member. The CRPF will depute an IG-level officer for operations while an equal rank officer from the State police force will coordinate the entire effort. The Home Minister said that there was need for a Unified Command only in these four states and Andhra Pradesh, Maharashtra and Bihar had been omitted for the time being. The Centre has also told the States that the Member-Secretary of the Planning Commission will work to modify existing norms and guidelines to ensure rapid development in the targeted 34 districts: Rs 800 crore will be spent on strengthening police stations and another Rs 950 crore on road connectivity in these districts. The government will fund the establishment and strengthening of 400 police stations in affected districts at the rate of Rs 2 crore a police station on 80:20 basis over a period of two years. The Planning Commission is also considering a special development plan for the affected districts and States with emphasis on road connectivity, primary education, primary healthcare and drinking water. Already in force in militancy-hit Jammu and Kashmir and Assam, the Unified Command structure includes Army, paramilitary and State police, who work in coordination. The Army would not be involved in anti -naxal operations for now. However, IAF helicopters would be used for supplies and evacuation.

Events; Appointments; Etc.: July 2010 APPOINTED; ELECTED; Etc. Dr S.Y. Quraishi: He has been appointed as the 17th Chief Election Commissioner of India. He is the first Muslim to head the panel. DISTINGUISHED VISITORS David Cameron: Prime Minister of Britain. General Than Shwe: Military ruler of Myanmar. Seyed Shamsodin Hosseini: Minister for Economic Affairs and Finance, Iran. DIED Ravi Baswani: Hindi film actor who won acclaim for his comic roles in films like ³Jane Bhi Do Yaro´ and ³Chashme Buddoor´. He was 64. David Warren: A pioneering Australian scientist who invented the µblack box¶ after investigating the world¶s first jet airliner crash in 1953. He was 85. The challenges of determining the causes of an air crash led him to the idea of a recording device that could withstand a crash where there were no survivors and no witnesses. EVENTS JULY 1²More than 45 people are killed as terrorists strike at Sufi shrine of Data Ganj Baksh in Lahore. 11²Spain creates history by winning its first Football World Cup title. 12²ISRO-built Polar Satellite Launch Vehicle (PSLV) launches five satellites from Sriharikota. 13²The lower House of the Parliament of France approves a ban on burqalike Islamic veils. 19²More than 63 people are killed in a train collision at Sainthia station of Birbhum district of West Bengal. Speeding Uttarbanga Express overshoots signal and ploughs into Vanachal Express. 28²A passenger jet crashes into the hills surrounding Islamabad in Pakistan, amid poor weather, killing all 152 people on board. Events; Appointments; Etc.: June 2010 APPOINTED; ELECTED; Etc. Naoto Kan: He has been elected as the Prime Minister of Japan. He has become the fifth Prime Minister of Japan in three years, taking the helm as the country struggles to rein in a huge public debt, engineer growth in an aging society, and manage ties with security ally USA and a rising China. Julia Gillard: She scripted history when she was elected as the first woman Prime Minister of Australia. She succeeded Kevin Rudd, who stepped down following revolt against him within the Labour party. The rebellion had been spearheaded by Ms Gillard, opposing his policies on health, education and

climate change. Roza Otunbayeva: She has been elected as the first woman President of Kyrgystan. She claimed victory in a referendum in Kyrgyzstan, making her the interim President till 2011, a vote held to decide the legitimacy of her rule after President Kurmanbek Bakiyev regime was ousted in April 2010. Benigno Aquino: He has been elected as the President of Philippines. Justice (Retd) K.G. Balakrishnan: Former Chief Justice of India, he has been appointed as Chairperson of the National Human Rights Commission. Sharad Pawar: He has taken over as the President of International Cricket Council (ICC). RESIGNED Madhav Kumar Nepal: Prime Minister of Nepal. Shibu Soren: Chief Minister of Jharkhand. DISTINGUISHED VISITORS Mahinda Rajapaksa: President of Sri Lanka. Jacob Zuma: President of South Africa. MILESTONES Nitin Noharia: An Indian-American he has taken over as the Dean of Harvard Business School. He is the first person of Indian origin to occupy the prestigious and high profile post. EVENTS JUNE 11²The first World Cup football tournament in Africa kicksoff with a feast of song and dance in Johannesburg, South Africa. 14²The 64-day-old blockade of the two crucial highways leading to Manipur is suspended by the Naga Student Federation following talks with the Union government. The organisation had launched the blockade protesting elections to Autonomous District Councils in Manipur hills and Manipur government¶s decision to ban entry of NSCN leader T. Muivah to the State. 26²The Union government finally lifts government control and allows oil companies to fix prices of petrol on the basis of market forces. 29²Masoists kill 26 CRPF personnel in a remote area of Chattisgarh¶s Narayanpur district. Events; Appointments; Etc.: May 2010 APPOINTED; ELECTED; Etc. David Cameron: He has been elected as the Prime Minister of UK. Kamla Persad-Bissessar: A 58-year-old woman of Indian origin, she has been elected as the first woman Prime Minister of Trinidad & Tobago. Her party, People¶s Partnership, won 29 of the 41 parliamentary seats to end the 43-yeaqr-old rule of the ruling party. Justice Sarosh Homi Kapadia: He has been appointed as the 38th Chief Justice of India. He is an expert in taxation and commercial laws.

Dr Ratan Kumar Sinha: He has been appointed as the new Director of Bhabha Atomic Research Centre (BARC). He is closely associated with the design and development of India¶s first Thorium-based advanced Heavy Water reactor. RESIGNED Horst Koehler: President of Germany. He resigned following criticism over his comments about Germany¶s military engagement in Afghanistan. He is the first President in Germany¶s post-war history to resign before completing his term. DISTINGUISHED VISITORS Jacob Zuma: President of South Africa. DIED Bhairon Singh Shekhawat: Former Vice President of India. He was 86. A senior BJP leader, he had also held the post of Chief Minister of Rajasthan. Mac Mohan: Veteran character actor of Hindi film industry, he immortalised in the role of Gabbar Singh¶s sidekick ³Sambha´ in blockbuster ³Sholay´. He was 71. MILESTONES Nitin Nohria: India-born American, he has been named the 10th Dean of Harvard Business School. He is the first person of Indian origin to achieve this honour. Mamta Sodha: 30-year-old Dalit girl from Kaithal, Haryana, she has achieved the distinction of climbing Mount Everest. She was part of the Mission Mount Everest 2010 expedition. Jordan: A 13-year-old American boy from California, he has become youngest person to climb Mount Everest. He achieved the feat on May 22, 2010. Arjun Bajpayee: 16-year-old resident of Uttar Pradesh's Noida city, he has become the youngest Indian to climb the Mount Everest. He broke the record of Krushnaa Patil,18, from Maharashtra who became the youngest Indian to reach the highest peak in 2009. Commander Dilip Donde: He has become the first Indian to sail solo around the world. Shah Faesal: An MBBS degree holder from Srinagar, he has topped the Civil Services Exam 2009. Gita Gopinath: She is the first Indian woman in the history of Harvard University to be appointed a full time professor at the University. She is a professor in Economics Department of Harvard University. EVENTS MAY 1²The police in New York foil a major terror attack by defusing a crude car bomb in the heart of city¶s famous tourist hub of Times Square. 17²Maoists blow up a passenger bus in Dantewada district of Chhattisgarh, killing more than 36 people. 17²The Strategic Forces Command, with logistics support from DRDO, successfully launches the Agni-II surface-to-surface, intermediate range ballistic missile (IRBM). 22²In one of the worst air tragedies in India, Air India flight from Dubai overshoots runway at Mangalore airport and bursts into flames, killing 158 passengers and crew on board.

28²More than 80 people are killed as a goods train rams into already derailed Gyaneshwari Express near Kharagpur, West Bengal. The Maoists are blamed for the derailment of the passenger train. Events; Appointments; Etc.: April 2010 APPOINTED; ELECTED; Etc. Justice S.H. Kapadia: He has become the 38th Chief Justice of India. D.M. Jayaratne: He has been appointed Prime Minister of Sri Lanka. Mukul M. Sangma: He has been appointed as the Chief Minister of Meghalaya. Gen V.K. Singh: He has taken over as the Chief of Army Staff, Indian Army. Chirayu Amin: He has been appointed as the interim chairman of Indian Premier League (IPL) by the Board of Control for Cricket in India (BCCI). RESIGNED D.D. Lapang: Chief Minister of Meghalaya. Shashi Tharor: Minister of State for External Affairs in the Union Cabinet. DISTINGUISHED VISITORS Admiral Dary Roughead: Chief of the US Navy. DIED Lech Kaczynski: President of Poland. Prabha Rau: Governor of Rajasthan. C. K. Prahalad: Globally known influential management thinker. MILESTONES Manasvi Magmai: Delhi girl, she has been crowned Femina Miss India World. Nicole Faria from Bangalore has won the Miss India Earth title and Neha Hinge has won Miss India International title. Prasun Chatterjee: An Indian environmental engineering student whose research has contributed to a new way of detecting toxic lead and copper in water, has won one of the highest US research honours. Chatterjee, a research student at the University of Lehigh, Pennsylvania, received the 2010 C. Ellen Gonter Environmental Chemistry Award from the American Chemical Society's (ACS) Environmental Chemistry Division. EVENTS APRIL 1²The exercise to conduct the 15th Census of India begins. 6²Seventy three security personnel are killed in the deadliest Naxal strike in the restive Dantewada district of Chhattisgarh. 6²Prime Minister Gordan Brown of UK announces General Elections on May 6; the Parliament is dissolved. 7²Thailand¶s embattled Prime Minister declares a state of emergency in Bangkok after protesters storm Parliament in a dramatic escalation of their bid to topple the government. 10²Polish President Lech Kacznski and his wife are among 97 people killed in air crash in western Russia. 14²More than 400 people die as a magnitude 7.1 earthquake hits China¶s Qinghai province on the Tibetan plateau. 15²After 18 years of research and testing, the Indian Space Research Organisation¶s (ISRO) first attempt to put a Geosynchronous Satellite Launch Vehicle (GSLV) powered by an indigenous cryogenic engine ends in failure.

19²The Supreme Court upholds the conviction and life sentence to Manu Sharma for the 1999 murder of model Jessica Lall.

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