Chairman of the Securities Board of Nepal, Dr. Bhatta has stopped the amendment of regulations and guidelines for one and a half months, worried about increasing anomalies
लगानी न्यूज
Kathmandu. Chairman of the Securities Board of Nepal Dr. Gopal Bhatta has put on hold various regulations and directives that need to be amended for the past one and a half months.
When the listed companies started calling a special general meeting to announce mergers or acquisitions of unlisted companies, after issuing notices, some rules and guidelines were studied and suggested. However, Chairman Dr. Bhatta has been holding it for a long time.
The companies have asked the board to study as soon as the notice is issued. The study committee has also submitted a report with suggestions after the study. However, Chairman Bhatt’s suspension of it for one and a half months is seen as mysterious.
Chairman Bhatta has so far not shown interest in amending the regulations and guidelines as per the suggestions included in the report. According to sources, the study committee has suggested amendments to the ‘Securities Registration and Issue Regulations-2073’.
Likewise, the government had suggested to amend the ‘Directive on Merger, Merger and Acquisition, 2079’ of the Securities Registered Organizations.TAG_OPEN_div_68
Chairman Dr. Bhatta who does not get tired of talking about good governance in the capital market. Bhatta has not shown interest in the implementation of this suggestion, which has been watched with great interest within Sebon. Sources close to Sebon claim that Chairman Bhatta, who was busy bringing more than a dozen documents immediately after going to Sebon, has stopped paying attention to the work that should not be done immediately.
There was not much practice of merging the listed companies Pvt. Ltd. When Om Megashree Pharmaceuticals Limited issued a notice convening a Special General Meeting (SGM) for June 28 to acquire Royal Pharmaceuticals Pvt. Ltd., the matter came to the surface. Om called a Special General Meeting for July 28 to acquire Royal.
The general meeting convened by the company was against the Securities Act. It was also found to be contrary to the Companies Act.
{{TAG_OPEN_div_60} In the definition clause of the Securities Act, 2006, “organized society” means an organization established under the prevailing law to enable public issue of securities. Provided that, the term does not denote a private limited company or a co-operative society.
which shows that it is not legally permissible for Royal Pharmaceuticals Pvt. Ltd. to be acquired by Om Megashree Pharmaceuticals Limited.
In the definition clause of the Guidelines on Merger and Acquisition, 2079, the term “acquisition” means “the act of acquiring the assets and potential liabilities of another organized institution of the same nature by an organization which has registered securities with the Board, taking into account all the assets and potential liabilities of another organized institution of the same nature, so as to cease the legal status of the corporate body.” The term also states that the body which has registered securities with the Board shall also mean the act of acquiring another organized institution of a similar nature which has registered securities with the Board.
The special general meeting was called by the company for the title. It is not completed. But the company has also held a special general meeting on July 30. The company has not informed about the resolutions passed in the meeting.
The notice issued by Om Megashree regarding the acquisition of Royal Pharmaceuticals Pvt. Ltd. is also incorrect as per the Companies Act.
is contrary to sub-section 2 of Section 67 of the Companies Act, 2006. Sub-section 2 of Section 67 of the Companies Act, 2006, requires the company to send a notice to the shareholders 15 days in advance at the address provided by them to the company specifying the venue of the general meeting and the date of the meeting. This notice shall also be published in the national level daily newspaper at least twice.”
But the company published the notice in the newspaper. However, it issued the notice for the first time on July 27. The second time it issued the notice on July 27. That is, it issued a notice on July 27 for the meeting. This is completely against the Companies Act. According to the Act, the second notice has to be published 15 days before the meeting. The company has not done so. Not only that, the company had informed NEPSE about the first notice. The second notice was not communicated to NEPSE. The report states that the notice was issued to NEPSE and the company was asked to take action. But Chairman Bhatt has not shown interest in that report.TAG_OPEN_div_48
} “It seems that the chairman did not use the file just because he told the board chairman that he is a meditator, knowledgeable, yogi, ascetic and devotee of Osho,” said a senior official of the board. There is no greed in him. But if the work is not done on time, it will affect later. Do not delay in paying attention to such serious issues. ”
Not only Om but other companies are also among those who have transacted against the Securities Act. Companies that do not have a direct regulatory body issued notices.
On July 7, People’s Hydropower Company Limited issued a notice stating that it would invest in various companies. According to the notice, Janata Agro & Forestry Ltd., registered in the Office of the Registrar of Companies in Nos. 220561 and 76 and 77 with the objective of investing in the agriculture and forest products sector and its related products, has been producing agriculture in Jhapa, Arghakhanchi, Lamjung, Parbat and other districts and has been marketing it through its own soil brand and Asha Puri Organic Farm, which is going to IPO in the near future and is going to IPO in the near future. This notice is signed by the Managing Director of the company, Keshav Bahadur Rayamajhi. After the publication of this notice, it was also discussed that it was surprising to openly issue a notice that it would buy the preIPO at Rs 125.
Keshav Bahadur Rayamajhi, the managing director of People’s Power Company, which issued a notice to buy shares of Janata Agro and Forestry Limited at Rs 125 per share, is a director of the said agro. He was seen trying to buy 2 lakh shares of the company he is managing at a premium price of Rs 25 and 2 lakh shares worth Rs 2.5 crore. After that, Sebon became even hotter.TAG_OPEN_div_40
After the Om TAG_OPEN_div_38 Megashree incident, the Securities Board of India (SEBI) had studied and prepared a report on regulating the companies that were not listed or merged with the Pvt. Ltd.
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