SEBI invites applications, from
eligible Chartered Accountant firms, in a sealed envelope for empanelment of
Chartered Accountants (“CAs”), to take up work relating to valuation
of shares in terms of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 (“Takeover Regulations”) and valuation
of assets in relation to schemes of arrangement undertaken under the provisions
of the Companies Act, 1956.
In terms of regulation 8(16) of
the Takeover Regulations, SEBI may 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, for the purpose of ascertaining the offer price under regulations
8(2)(e) and 8(4) of the Takeover Regulations.
Further, SEBI, in terms of
paragraph 5.9 of the circular dated February 04, 2013, while processing the
draft schemes of arrangement filed with it, inter alia, may seek an opinion
from an Independent Chartered Accountant.
In this context, it has been
decided by SEBI to empanel CAs who may be entrusted with undertaking valuation
work as described above, as and when a need is felt to obtain an independent
feedback on the takeover or scheme related case at hand. Upon entrustment of
any particular work, the CA firm will be obliged to disclose any conflict of
interest it or any of its partners may have, if they were to undertake the
specific assignment and remit it back to SEBI. The CA firms shall be
compensated by the subject company and SEBI shall not make any payment to the
empanelled CA firm which is assigned a case.
