GAMMON INDIA LIMITED

shares are listed). Further, any person together with persons acting in concert with him who holds 15% or
more but less than 55% or 55% or more but less than 75% of the shares or voting rights in any company is
required to disclose any purchase or sale of shares aggregating 2% or more of the share capital of a
company along with the aggregate shareholding after such acquisition or sale, to that company (which in
turn is required to disclose the same within seven days of receipt of such information to each of the stock
exchanges on which the company’s shares are listed) and to each of the stock exchanges on which the
shares of the company are listed within two days of (i) the receipt of intimation of the allotment of shares or
(ii) the acquisition of shares or voting rights, as the case may be.
Promoters or persons in control of a company are also required to make periodic disclosure of their
holdings or the voting rights held by them along with persons acting in concert, in the same manner as
above, annually within 21 days of the end of each financial year as well as from the record date for
entitlement of dividends. The company is also required to disclose the holdings of its promoters or persons
in control as of March 31 of the respective year and on the record date fixed for the declaration of
dividends to each of the stock exchanges on which its equity shares are listed. In addition, promoters or
persons forming part of the promoter group of the company are also required to disclose to the company the
details of the shares of the company pledged by them within seven days of the creation, or invocation, of
the pledge, as the case may be. The company is, in turn, required to disclose the information to the stock
exchanges within 7 days of receipt of such information, if during any quarter ending March, June,
September and December of any year: (i) the aggregate number of pledged shares of a promoter or a person
forming part of the promoter group taken together with the shares already pledged during that quarter
exceeds 25,000, or (ii) the aggregate total pledged shares of a promoter or a person forming part of the
promoter group taken together with the shares already pledged during that quarter exceeds 1% of the total
shareholding or voting rights of the company, whichever is lower.
An acquirer who, together with persons acting in concert with him, acquires or agrees to acquire 15% or
more (taken together with existing equity shares or voting rights, if any, held by it or by persons acting in
concert with it) of the shares or voting rights of a company would be required to make a public
announcement offering to acquire a further minimum of 20% of the shares of the company at a price not
lower than the price determined in accordance with the Takeover Code. Such offer has to be made to all
public shareholders of a company (public shareholding is defined as shareholding held by persons other
than the promoters) and a public announcement is required to be made within four working days of entering
into an agreement for the acquisition of or of the decision to acquire shares or voting rights which exceed
15% or more of the voting rights in a company. A copy of the public announcement is required to be
delivered on the date on which such announcement is published to SEBI, the company and the stock
exchanges on which such company’s equity shares are listed.
An acquirer who, together with persons acting in concert with him, has acquired 15 %, or more, but less
than 55% of the shares or voting rights in the shares of a company, cannot acquire additional shares or
voting rights that would entitle him to exercise more than 5% of the voting rights (with post acquisition
shareholding or voting rights not exceeding 55%) in any financial year ending on March 31 unless such
acquirer makes a public announcement offering to acquire a further minimum of 20% of the shares of the
company at a price not lower than the price determined in accordance with the Takeover Code.
An acquirer who, together with persons acting in concert with him, if any, holds 55% or more but less than
75% of the shares or voting rights (or, where the company concerned obtained the initial listing of its shares
by making an offer of at least 10% of the issue size to the public pursuant to Rule 19(2)(b) of the SCRR,
less than 90% of the shares or voting rights in the company) in a company cannot acquire additional shares
either by himself, or with, or through person acting in concert, entitling him to exercise voting rights or
voting rights unless such acquirer makes a public announcement offering to acquire a further minimum of
20% of the shares of the company at a price not lower than the price determined in accordance with the
Takeover Code.
However, an acquirer may acquire, together with persons acting in concert with him, additional shares or
voting rights that would entitle him to exercise up to 5% voting rights in the company, without making a
public announcement as aforesaid if (i) the acquisition is made through open market purchase in normal
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