sebi:CO/426/TO/12/2002

SEBI · SEBI · 2002-09-23 · G.N. Bajpai, Chairman, SEBI

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Facts / Headnote

Exemption granted from compliance with Regulations 10 and 12 of the Takeover Regulations; acquisition directed to be completed within 30 days with report filed within 15 days of completion.

Regulations

• Reg. 4
• Reg. 3
• Reg. 10
• Reg. 1
• Reg. 30A

Holding

SEBI granted exemption to Mr. Brij Mohan Thapar and his persons acting in concert (Solaris Chem Tech Ltd. and English India Clays Ltd.) from complying with Regulations 10 and 12 of the Takeover Regulations in respect of the proposed transfer of 28.96% shareholding and voting rights in Crompton Greaves Limited.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order against Crompton Greaves Limited Dec 22, 2002 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

referred to as the "Target Company") by M/s. Solaris Chem Tech Ltd. (SCL) and English India Clays Ltd. (EICL), the companies controlled by Mr. B.M. Thapar and stated to be persons acting in concert with him. The shares of the Target Company are listed on The Stock Exchange Mumbai, Calcutta Stock Exchange, Delhi Stock Exchange, Madras Stock Exchange and National Stock Exchange. 2.0 The Thapar brothers viz., Lalit Mohan Thapar, Brij Mohan Thapar, Inder Mohan Thapar and Man Mohan Thapar, controlling around 100 companies belonging to the Thapar Group, had earlier sought exemption under the Takeover Regulations for acquiring voting rights of the 8 listed companies viz., Greaves Limited, JCT Electronics Limited, English India Clays limited, JCT Limited, Crompton Graves Limited, Ballarpur Industries Limited, Bharat Starch Limited, Water Base Limited and to divide the Thapar group companies pursuant to a Family Settlement Agreement (FSA). The said FSA was to cause the cessation of joint control over the above mentioned 8 listed companies and divide the Thapar Group companies into 4 distinct groups, each to be controlled by one of the Thapar brothers. 2.1 Vide order dated October 08, 2001 the exemption was granted with respect to the above mentioned proposed acquisition in terms of the said FSA. In the said order it was noted that the transferor companies, under the common control of all the Thapar brothers shall be merged and then de-merged into seven companies. The transferor compan

Name of Transferor Transferee Voting Rights transferred (%) Nilkash Investments & Holdings Limited Brij Mohan Thapar 00.16 Gupkar Investments & Holdings Limted Brij Mohan Thapar 00.02 Janpath Investments & Holdings Limited Brij Mohan Thapar 00.60 Greaves limited Brij Mohan Thapar 27.50 Carnation Investments Limited Brij Mohan Thapar 00.86 Total percentage of voting rights in the target company transferred to Mr. Brij Mohan Thapar 29.14 ii. It is proposed that the transferors transfer their shareholding in the target company comprising 28.96% (out of total 29.14% of the paid up capital of the target company) to the SCL and EICL. It is submitted that the voting rights in respect of each of the shares proposed to be so transferred are being exercised by Mr. Brij Mohan Thapar pursuant to the FSA and the SEBI order dated October 08, 2001. The said 28.96% of the equity share capital is proposed to be transferred as under - Name of Transferor Name of the transferee Name of Transferor Equity Shares (Rs. 10/- each) Voting Rights transferred (%) Janpath Investments & Holdings Limited SCL and / or EICL Janpath Investments & Holdings Limited 3,09,756 00.60

Source: SecMarx — sebi:CO/426/TO/12/2002. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.