Class Roll No.
Mid Term Examination, September 2017
B.A.LL.B. (HONS.)
SEMESTER VII IX
CLS-Corporate Reconstruction (Hons.)
Max. Marks: 20 Max. Time: 1:30 Hrs.
Note: Answer any TWO questions out of three. All questions carry equal marks.
1. Targaryan Dragon Ltd. purchased 26% in Winterfell Co. in October 14, 2016 through a voluntary offer. On 2nd April, 2017 Targaryan Dragon Ltd. went for creeping acquisition of more and surprisingly Dwarf Association Corporation also purchased share of the Targaryan Dragon Ltd. through creeping acquisition on the same date. SEBI has raised certain issues. Deal with each issues.
a. Sebi claimed that Targaryan Dragon Ltd. has crossed creeping acquisition limit as Dwarf Association is a Person Acting in Concert. Is this argument valid? Support your answer with a legal reasoning.
b. Targaryan Dragon Ltd. failed to make any disclosure regarding their shareholding in April 2018. Are they bound to make any disclosure? If yes then explain that disclosure or give reasons for denying the same.
c. Sebi finally claimed that such acquisition is itself illegal. Comment. (Marks
2. Answer following questions based on Takeover code-
a. What do you mean by deemed direct acquisition?
b. DhinchakPooja creep Pvt Ltd. gave a letter of offer (part of open offer process) to Sebi on 3rd April 2017. In the absence of any response from Sebi, they started the Tendering Period from 1st May 2017. Is this a valid Tendering Period? Comment.
c. What is the minimum offer size of competing offer?
d. Mavericks Co. Ltd. initiated an open offer but unfortunately due to sudden flood in Mumbai they faced severe losses and decided to take back the open offer. Can they do so? Advise them as a legal advisor. (Marks 2.5×4=10)
3. What do you understand by Corporate Strategies and due diligence? Discuss the meaning, types and needs. (Marks 10)