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April 27, 2012

Invocation/encumbrance of shares


Pledged shares are collateral for a loan; invoking the shares means the lender transfers the shares to itself when the borrower fails to pay back the loan.
Invoking means that the lender has exercised his right on security and the shares have been actually transferred from the demat a/c of borrowers to the demat account of lenders. To that extent the promoters holding has reduced and lender has the liberty to sell the shares at any time and sue the borrower for balance amount.
If the loan is not repaid, the pledgee, after giving notice to the pledgor as per the terms of the agreement, may instruct its DP to invoke the pledge by submitting the "Pledge Form" with a tick on "Invoke Pledge". On execution of this instruction, the securities are transferred into the pledgee's account. This does not require any confirmation from the pledgor.

As per regulation no. 31 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011:-
31(1) The promoter of every target company shall disclose details of shares in such target company encumbered by him or by persons acting in concert with him in such form as may be specified.

(2) The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance of shares in such form as may be specified.

(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the creation or invocation or release of encumbrance, as the case may be to,—
(a) every stock exchange where the shares of the target company are listed; and
(b) the target company at its registered office.

30 comments:

  1. Hi. Can u tell me whether the promoter extended his pledged shares percent in following link? Premier company; I am interested in this stock but want to know how much % of promoters are pledged. And whether they released or extended their share pledging?
    http://www.moneycontrol.com/stocks/reports/premier-disclosures-under-reg-311312sebi-sast-regulations-2011-768780.html

    ReplyDelete
    Replies
    1. From the study of this document it appears that out of promoter holding of 44%, 32% has already been pledged and they are increasing the pledge. Increased Pledge of Shares by promoters may indicate their slow exit from the business and is not considered as welcome sign.

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  2. hi, can you tell me what is the benefit of invoking?
    for eg: shares which are pledged at Rs 100 are being invoked when the price of the scrip is down to Rs 10. After the invoke. The shares are still worth 1/10th of the value. So what benefit does the invoker get, because if he sells those shares in the open market, he gets only 1/10th of his lent sum.
    Also, after shares have been invoked, can the promoter still pay the lender and revoke his shares?

    ReplyDelete
    Replies
    1. By selling the pledged shares the control of the company goes out from the hands of Management thereby creating a pressure on promoters to pay up the Banks fund.
      Even after selling the pledged shares promoter are liable to pay the loss suffered by Bank i.e Rs 90, Also he can not claim his shares back as the same have already been sold by Bank to recover its dues.

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  3. In the case of Glodyne Technoserve Ltd, promoters have pledged shares at around Rs 250. The CMP of this share is Rs 6.
    It has a pledge of 99% of the promoters holdings with SBI bank.

    What benefit does SBI bank have of invoking these shares now? Glodyne being a tech company, has no real assets. It has huge liabilities. If the management is overthrown by invoking shares, doesnt it become SBI's reponsibility to hire another management? And then what? If the business does not revive, the bank still ends up losing money. Other than putting pressure on the promoters by invoking, the bank has not done anything good for itself. And the value of the invoked shares cannot even come close to the value of the loan given.

    So its a lose-lose situation. SBI does not get its loan back, and Glodyne technoserve's management is overthrown. SBI has to declare it as an NPA, and if the company never revives, even the shareholders get nothing. So what good did SBI do by invoking/selling the shares.

    Moreover, in the current market scenario, selling of such huge quantities of shares simply drives the price into the ground. Which means SBI has to keep selling at lower and lower prices. So selling of such huge quantities is not physcially possible.

    ReplyDelete
    Replies
    1. As and when the account goes bad, the value of share declines and soon become zero. The idea of the Bank management is to realise at lease something of the security (i.e Pledged shares). SBI wont have to govern the company, its the buyer of the shares who has to decide the management of the company. Selling of pledged shares by Bank is a sure shot indication that they dont expect a better future for the company.

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  4. Hi Ankit,

    your blog is great source of information. I am looking for a comprehensive database (past share-pledge data from the time it became available) to study if some moneymaking strategies could be made. Would you know how can I get it?

    ~Pranav
    ppsingh3@illinois.edu

    ReplyDelete
    Replies
    1. Thankx for the kind words.

      Since Pledge of shares is to be intimated to SEBI for listed companies so i suppose you can file an RTI with SEBI to get the Share Pledge data.. Otherwise you can also check with CRISIL or websites like moneycontrol.com or myiris.com for any such data....

      Good Luck :)

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  5. ankit sir, please throw some light on the recent invoking of shares of the promoter amrut shah in yas bank. target company m/s sundaram multi paper.what does it mean?
    is it a good or bad sign? stock price have gone down too.

    ReplyDelete
    Replies
    1. Its a Bad Sign... As Banks have started recovery process...

      Delete
  6. Hi please explain what does this mean to the company...! I am new to these terminologies...
    http://corporates.bseindia.com/corporates/SastPledge.aspx?srcripcode=500183&strdate=20150630
    Good to invest now...?

    ReplyDelete
  7. In general release of encumbered shares is positive sign to invest in the company.

    ReplyDelete
  8. Hello Ankit..! thanks for the blog. need your clarification in this scenario:
    Lendor company has pledged its invstmnts in X Ltd to an NBFC. After defaulting the repayment, NBFC and Lendor company entering into an One-time-Settlement Agreement before invoking the pledged shares. NBFC has invoked the shares and transferred the shares to its demat account. Now please explain whether the invocation will be treated as sale of shares in the hands of lendor company?

    ReplyDelete
    Replies
    1. Dear Vicky,
      Thanks for the appreciation.

      In your case i believe that you want to refer to some borrower company (as lender is NBFC, so the term lender company is not correct).

      Firstly mere transfer of share to Demat account won't be treated as Invocation as the same is required for security creation/perfection and should have been done by NBFC much earlier.

      Only when NBFC, SELLS the share in open market or to any third party, that would be treated as invocation.

      Yes invocation will be treated as sale of shares in the books of Borrowing company but instead of receiving any sale proceeds they will extinguish their liability towards NBFC.

      Delete
  9. There is recent announcement from Dish TV on Encumbrance of shares by their promoter. How should we interpret that? are they taking more loan or paying off loan.

    ReplyDelete
  10. It means they are pledging their shares to take more loans.

    ReplyDelete
  11. Hi Ankit.. could you please tell what does this document tell?
    http://t.in.com/82tC
    Its good or bad for investor?
    thanks

    ReplyDelete
    Replies
    1. Invocation of share is bad sign for investors. My advice would be exit from shares of the company immediately.

      Delete
  12. Hi
    Can you explain about revocation as well?
    Regards

    ReplyDelete
    Replies
    1. Well Revocation is exactly reverse of pledging. With revocation of shares promoters get their share out of Bank's pledge.
      Normally revocation happens when
      a)Company decides to reduce it debt and correspondingly demands release/revocation of shares pledged.
      b)Company offers some alternative security other than pledge of shares.

      Delete
  13. Ankit sir, if someone enters a binding contract to pledge their shares but these shares have not been invoked yet, can it be said that this itself amounts to encumberance upon these share? Any legal authority?

    ReplyDelete
    Replies
    1. Dear Mridul,
      Binding contract to pledge the shares will be treated as encumbrance. Act of invocation is totally separate from encumbrance.
      Depository acts as facilitator/record keeping.
      CHG-1 is to be filed with ROC/MCA.
      If the company is listed, SEBI needs to be informed.

      Delete
  14. hi sir i have doubt regarding tci finance... in the sep 16 SHP not even a single share of promoter was pledged but today disclosure came that 23 lac shares were pledged and invoked. sir hows it possible to pledge and invoke immediately.. in normal cases shares will be invoked only after a few months after pledging if promoters fails to repay

    ReplyDelete
    Replies
    1. Please note that this blog is for informative purpose and not consultancy.

      However, as per my observation in case referred by you, shares have been pledged in Dec-16 and not yet invoked.

      Delete
  15. Hi Ankit,
    Suppose Company "X" pledges 1,00,000 shares at CMP Rs.10 to avail loan of Rs.10,00,000 from bank "Y". Now share price of "X" rises to 100 and "Y" invokes 10,0000 shares. By selling 10,000 shares "Y" receives its loan amount of Rs. 10,00,000. My doubt is what will happen to remaining 90,000 (1,00,000-10,000) pledged shares? Will "Y" release the remaining shares and give it back to promoters or "Y" will be still in possession of those 90,000 shares?

    ReplyDelete
  16. Once the Bank's loan are paid off they cannot hold any security related to that loan. However, there are cases where common security is held for multiple loan facilities. In case security is commoan for multiple loan facilities then security won't be released unless all the loans of the banks have been paid off.

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  17. Thank you for the clarification......

    ReplyDelete
  18. suppose there is a company A availing loan from B and C is pledging its shares as collateral. Now A defaults and the pledged shares didn't cover the loss of B then can B sue C for its losses u/s 176 of the contract act.

    ReplyDelete
    Replies
    1. No. C is only liable upto the value attributable to its shares. Company C can be sued if it was Corporate Guarantor also for the Loan.
      Moreover for realising the value of Pledged shares (of unlisted company) the company (C in this case) would have to be liquidated then only the assets held by company would be transferred to shareholders.

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