(UN) Social Networking!

It’s brief news. Avid news lovers too can miss this one! While reaping through the newspaper my eyes stuck onto news‘Mother kills baby for Farmville!’
Anyone familiar with Facebook knows what Farmville is all about! Sometimes I call it ‘plight of an urban farmer!’ Seeding, harvesting, barn raising, building and blah blah blah… All you have to finish within a stipulated time! A young mother from Florida was playing Farmville, her 3-month-old was crying. His crying was so ‘disruptive’ in manner that she shook him vigorously and eventually the baby was dead!
This is not a single incident; many such big & small incidents are taking place in name of social networking!
The idea of social networking lies in connecting people. Orkut set the stage few years back and Facebook made it a ‘status symbol’! There are several other sites like these two but the way these networking sites have attracted people, that is quite a phenomenon!
Post 1995, the world has changed like never before. 24x7 job throws us in a grinding machine, office is taking so much of time that relationships are paying for that! Divorces are rising; psychological problems are taking the toll on urban youth, insomnia, hyper tension, anxiety has become a common phenomenon in almost all the household.
And here comes the immense effect of social networking. It is engrossed people in various activities, it starts with ‘friend request’, ‘sending message’, ‘wall post’…. These are really good as it helps finding long-lost friends of school or college, it gives a chance to keep in touch with even distant family members. It gives an opportunity to make new ‘friends’! These aspects of social networking is good but at the same time several games like Farmville, Café World, Mafia Wars are making us mad!
Those who are addicted in these games, they are missing classes if they are school or college students, office employees are giving their heart n soul in farming keeping aside their assignments, if anyone is serious about his or her pending works, he/she is taunted by colleagues for not giving enough time to these games!!
Letter writing has become a thing of past. Even e-mails have become distant second in race with sms! Phones (be it mobile/landline) are still going strong! But the clear winner is Face Book or Orkut! People are just posting on your wall to know how you are doing, where are you now, various other questions and all the wishes! They are not even feeling to call each other over the phone or of making a visit to their households! Days are not far away when wedding invitation, death news and all other news will come through these networking sites!
I believe, Social Networking sites are actually destroying the relationship. I am not focusing on the privacy factor, but isn’t it a phone call once in a while or meeting with people once after long interval more healthy and cordial than posting messages on your wall?
As the proverb goes, ‘out of sight/out of mind!’ Actually social networking is making us mechanical, we are losing our tender emotions, and we are becoming unsocial by stop calling or meeting friends and relatives!
It’s like the discovery of Dynamite. The ‘boon’ for the society later proved a bane too. I guess social networking is taking the same route by making us unsocial and addicted to the sites, not to the people we care for!

SUCCESSFUL!!

What is success? Is it really a relative term or certain common attributes are already embedded in it? When can an individual be called successful?
The simplest answer is: when an individual becomes well-known coupled with fame and money, we call him successful! Though this is not even near to the definition of success, still this is the most accepted and used phrase while discussing success.
A poor boy’s educational excellence, a physically challenged person’s professional achievement, beating all kinds of hostile situations and keep going, all are success. But these success stories are generally interpreted as ‘different story!’
In this era of Glocalisation, success means money and status!! If you are an achiever but not with enough money or status, you will still be looked as a very common person!
When can an Individual call himself successful? Now comes the psychological traits and behavioural pattern and individual perspective. One might not think himself successful even if he is a millionaire. He may define it from a sociological point of view and can find other than earning money, he is a complete failure! Outsiders may think in reverse.
Successful persons generally show attitude (there are few exceptions though!) He will continuously remind his subordinates that he is ‘who’s who’ either in a subtle way or in a style of direct hit!! They are very good image-builder and knows how to find a place in everyone’s good book and maintain ‘friendly’ image. They take very calculative steps in every situation, be it helping people, doing his normal job, and even in maintaining ‘friendship’ on networking sites!
But do we really want these kinds of successful people. The answer is no. As a person climbs up a social ladder, he must widen his view and he will be more and more open in receptivity. Subordinates count rise with every promotion he gets. So unless his feet are not strongly on the ground, it will be difficult for him to reach the zenith…
So, beware all the successful… throw away pompousness and sense of pride and embrace the attitude “I am one of you’, you will be successful both internally and externally.
This is tough but not impossible!

Take Over Code: Present & Future

Take Over code. The term you often come across on any financial daily/business channel/ or so to say any kind of business matters.

For many, this is a financial jargon. But in actuality it is one of the commanders of any business venture.

Why this is so important in any business?

This is such a provision which can make or break a business. It gives the individuals a level playing field, how much small he is. The motto is to provide ‘The Philosophy of Equitable and fair treatment of all shareholders should have a primacy over other considerations.’

Take Over is often considered as a growth strategy. It helps the acquirer to branch out its business; exception to this practice is very little.

Before going into details, let’s see what are the differences between the Take Over and the Merger.

MERGER	TAKE OVER
It is governed by India’s Companies’ Act 1956 u/s 391-394 under the broader definition of ‘arrangement’	Governed by SEBI’s ‘Substantial Acquisition of Shares and Take Overs’ Regulation popularly known as the Take Over Code
Mutual in nature, the shareholding pattern is split between the Merging and the Merged Companies	Share Holding/Voting Rights lie with the acquirers. Not always mutual in nature. Number of Hostile Take Over takes place
After the merger, control of the company is decided based on what is agreed upon in MoA and AoA	Direct or indirect control over the assets of the acquired company goes to the acquirer
Both the Companies can maintain its own position	One of the companies (mostly the bigger one) plays the dominant role
	It protects the interests of investors in shares and deals with the substantial acquisition of shares in a company by an acquirer

What is meant by Takeovers & Substantial acquisition of shares?

SEBI has defined the Take Over as follows:-“When an acquirer takes over the control of the target company, it is termed as takeover. When an acquirer acquires substantial quantity of shares or voting rights of the Target Company, it results into substantial acquisition of shares.

What is a Target Company?

A Target Company is a company whose shares are listed on any stock exchange and whose shares or voting rights are acquired/being acquired or whose control is taken over/being taken over by an acquirer

Who is an Acquirer?

An acquirer means any individual/company/any other legal entity which intends to acquire or acquires substantial quantity of shares or voting rights of Target Company directly or indirectly or acquires or agrees to acquire control over the target company. It includes persons acting in concert (PAC) with the acquirer. Control includes:-

· Right to appoint majority of directors

· Control of management

· Control of policy decisions

[Courtesy: http://investor.sebi.gov.in/Reference%20Material/Guide-Substantial-E.pdf]

The Take Over is of three kinds:-

· Horizontal: When both the companies are in the same business like Bharti Airtel with MTN

· Vertical: When the acquirer and the target company is actually the customer to each other like ACC & Hindustan Limestones

· Conglomerate: When the companies are into different type of businesses like Tata Motors buying out Biocon

The most important part of Take Over Code is Disclosure Norms and Open Offer

It is specified by SEBI that once an acquirer crosses a certain threshold limit of holding shares/voting rights he has to make a declaration for further acquisition of shares. This is known as Disclosure Norms. Regulations 6, 7 & 8 of Take Over Code deal with this.

Open Offer is more important, though the philosophy is same. Once the acquirer crosses a certain percentage of shares/voting rights he has to notify the concerned authority. Regulations 10, 11 and 12 deal with Open Offer norms

In the current scenario, Disclosure Norm is applicable if any acquirer holds more than 5%, 10%, 14%, 54% and 74% of the shares of the target Company by purchasing the shares. The person has to notify the concerned authority within two days of buying additional shares.

At the end of the each financial year, the person with more than 15% shares has to make declaration to concerned authority. This is called Continual Disclosure.

As the Achuthan Committee Recommendations are yet to come into force, as of now Open Offer is triggered when a person is holding more than 15% of shares/voting rights in a Company. As a consequence, the acquirer will have to make an open offer by way of public announcement to buy at least 20% shares of the said company from the general public.

If the acquirer holds more than 15% and less than 55% of the shares in a company, he cannot acquire more than 5% in a single financial year. If he wants to acquire more than 5%, he will have to give Open Offer of atleast 20%.

The permission is given to an individual to gradually increase his share holding in the company, this falls under the category of creeping acquisition and the capping for the same is 5% in each financial year.

Once the Achuthan Committee Recommendations come into force, there will be substantial change in the arena of Take Over.

The Achuthan Committee recommendations are as follows:-

— Public offer triggered at 25% (Existing 15%)

— Obligations on any acquirer to buyout all minority shareholders instead of existing 20%

— Introduction of ‘Ability to control’ concept

— Doing away with Non-Compete fees

— Improving the definition of ‘Indirect Control’

— A committee of independent directors of the target company will evaluate open offer

Let’s examine what could be the changes:-

MEASURES	IMPACT
Threshold level for mandatory open offer raised to 25%	Promoters with low holdings may be forced to raise stakes to pre-empt hostile takeovers
Open Offer increased to 100%	Both Strategic & Portfolio investors will be able to hold larger stake
Voluntary Open Offer size flexible	Allows promoters/investors with <25%>
Acquirer can’t acquire shares in the target company for 26 weeks following completion of Open Offer	Will prevent acquirers from under-pricing offers & later buying shares from secondary market
Acquirer to accept shares in Open Offer proportionately, if response exceeds maximum permissible limit of 75% for promoter shareholding but fall short of delisting threshold of 90%	Could be a dampener as investors can’t be certain of complete acceptance of their shares in Open Offer
Proposal for equal tax treatment on gains due to sale of shares through open offer as well as on those sold in open market	If tax liability is lower, that will encourage more people to tender shares in Open Offer
If acquirers acquire more than 90% of the open offer, the Company will be automatically delisted	Delisting becomes easier, move favours companies and investors such as private equity players who want to wholly own the target
Offer price may be paid in cash, securities such as shares, security, debt etc	Acquirers get more options

[Courtesy: The chart is compiled from The Economic Times and The Mint]

Though there is a little possibility of bringing into force the 100% Open Offer as it may force to redraw the corporate restructuring scene. Sandeep Parekh, former ED-Legal, Sebi, said, “The 100 per cent open offer norm will make takeovers expensive and hence there will be fewer M&As, as most promoters will avoid crossing the 25 per cent threshold.” As some report say, probably the Open Offer will be scaled down to 75%.

India is undergoing a sea change in the arena of Corporate restructuring by means of M&A and Take Over. FII flows as on current date is like never before. Achuthan Committee recommendations are at par with the global scenario, once it comes into practice India will be more mature and can strike a deal with any global player at ease.

I, Me, Myself

All my life I hate doing this. Still, I do. Despite so much of hatred, I have to do that…

…Compromise!!

I know the sin, the sinner too.

To some, ‘time is a great healer’, but is that so? Or with times we tend to come with the terms? To me, the latter one is actually true. Nothing heals with time, but we have to accept!

Few days back, I received an sms (a pretty unexpected one); one of my ‘friends’ wanted to meet me to give his ‘explanation’ on certain events. To give peace a chance, I had to go and had to listen to him. And moreover I have to accept!!

Though I know, whatever has been told was scripted earlier. The explanations have academic discourses. Academic explanation might not be that much accepted in certain traumatic situations.

Still, I couldn’t do anything. I fought with myself, hated myself for such a compromise, questioned my self-esteem, got sentimental with some of my ‘friends’ (who are top on the hierarchies) as they read it as ‘little misunderstanding’!

Once I used to believe ‘losing faith on human being is a sin!’ I used to trust everyone. Now I started losing faith on myself too. Who to trust? I am getting sarcastic. Sometimes, I get so confused that I question the motives of everyone!

I am a loser. I cannot even defend my own values and morale. No, I am not the victim of the situation. What I felt lately was, helping people foolishness. Selfishness is the essential characteristics in order to be successful. Political correctness & Diplomacy a must. Simple, Straightforward attitude always throw you into the deepest of the trench. Pretension makes people popular!

I have paid price for being simple, politically incorrect & trusting people.

May be, for the rest of my life too I will continue to do the same.

I want to live a life of a loser.

I am calling ‘giving peace a chance!’ though my heart is bleeding …!!

When Myth Becomes Reality

Yesterday was a very different day. No, not because Allahabad High Court pronounced the verdict on the Ayodhya Title Suit, but for a larger issue.

It was around 2.30, my mother who came back early from her office rang me. ‘Hey try to come early, vehicles are off the road, relatively empty streets....’ I was a bit surprised that why was she telling that!

Yeah, it’s anybody’s guess. The Verdict was about to come out and she was anxious of post verdict scenario.

I laughed on my own, why we are the common people who have several other engagements are getting so terrified. What’s the issue? Are we losing faith on ourselves? Are we becoming vulnerable to some ‘emotional atyachar?’

In the ‘Ram Janmabhoomi-Babri Masjid’ suit, Lord himself was a litigant. And Court has accepted that. European Epic heroes find place in the literature, folk culture, theatre and our Epic heroes become the litigants!!

Can it be called the triumph of the judiciary? Has it really answered the historical aspects of the Mandir-Masjid debate? Archaeological Survey of India in the past has confirmed the ‘existence of a non-Islamic structure at the disputed site upon which Babri Masjid was built!’ But whether the ‘non-Islamic’ structure was naturally destroyed or it had been demolished, that question remained unanswered even in yesterday’s verdict.

The History is lost in interpretation. Religion won to a great extent. Politics got a strong footing to some extent.

For the time being Status Quo needs to be maintained. Another Judicial proceeding about to take off in the Supreme Court. Apparently it seems no party won!

But the biggest winner is MYTH itself. Where Judiciary adjudicates the birth place of Ram Lalla! The age-old belief of crores of Indians has been upheld by the Allahabad High Court. The legend of Ram has now legal acceptance!

8000-page verdict gave some relief to a part of Bharat. But does India have any interest in it or it’s just another news/headlines to them? It seems so. Many didn’t bother; they are more busy with (UN) Common Wealth Games, Naxal Menace, India-Aus Cricket, Bull run in the Share Market etc. Ram-Rahim makes no difference.

Politicians apprehended some unrest in post verdict phase. The example of which has been prominent on the street yesterday. As of now everything is as expected. Resilient India. Communal Harmony at its best.

The eternal rhythm of India-the secularism is out-an-out winner.

Myth over the reality has won in the Courtroom, Reality won Over the Myth on the streets of India!

India is indeed moving... and in a positive direction!