sebi:WTM/AB/EFD-1/DRA-4/24/2019-20

SEBI · SEBI · 2015-09-30 · Ananta Barua, Whole Time Member

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Noticees directed to make a public announcement to acquire shares of Vas Infrastructure Limited within 45 days from date of order and to pay 10% per annum interest from date liability to make public announcement arose till date of payment to eligible shareholders whose shares are accepted.

Provisions invoked

Regulations

Parties

Holding

Noticees, as persons acting in concert, violated Regulation 11(1) of SAST Regulations, 1997 by increasing shareholding from 41.82% to 51.52% on April 11, 2009 and to 53.45% by June 30, 2009 without public announcement, and were directed to make a delayed public announcement/open offer with interest.

Full text

Order in the matter of Vas Infrastructure Limited Page 2 of 31 1. Present proceedings have been initiated against the Noticees, vide a show cause notice dated September 30, 2015 (hereinafter referred to as “the SCN”) issued by Securities and Exchange Board of India (hereinafter referred to as “SEBI”), to the Noticees, under Sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act, 1992”) and Regulation 44 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SAST Regulations, 1997”) read with Regulation 35 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “SAST Regulations, 2011”) for violation of Regulation 11(1) of the SAST Regulations, 1997.

Order in the matter of Vas Infrastructure Limited Page 3 of 31 Table: 1 Name of allottee Category of Allottee No. of warrants converted into equity shares Holding (As on March 31, 2009) Holding (As on April 11, 2009) Holding (As on May 30, 2009 & June 30, 2009) on April 11, 2009 on May 30, 2009 Vasparr Shelter Limited Public 6,00,000 - 4,99,516 (4.99%) 10,99,516 (9.16%) 10,99,516 (8.8%) Vasparr Trading Pvt. Ltd. (now known as Vas Educomp Pvt Ltd) Public 5,00,000 - 4,99,836 (5%) 9,99,836 (8.33%) 9,99,836 (8%) Pushpanjali Drums Pvt. Ltd. Public 4,00,000 - 9,17,880 (9.18%) 13,17,880 (10.98%) 13,17,880 (10.54%) Yashraj Containeurs Ltd. Promoter and Promoter group 83,400 - 9,88,111 (9.88%) 10,71,511 (8.93%) 10,71,511 (8.57%) Precision Containeurs Ltd. Promoter and Promoter group 83,400 5,00,000 6,14,160 (6.14%) 6,97,560 (5.81%) 11,97,560 (9.58%) Raj J. Valia Promoter and Promoter group 83,300 - NIL 83,300 (0.69%) 83,300 (0.67%) Madhav J. Valia Promoter and 83,300 - 1,99,500 (1.99%) 2,82,800 (2.36%) 2,82,800 (2.26%)

Order in the matter of Vas Infrastructure Limited Page 4 of 31 Promoter group Jayesh V. Valia Promoter and Promoter group 83,300 - 2,00,500 (2.00%) 2,83,800 (2.36%) 2,83,800 (2.27%) Jayesh

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Source: SecMarx — sebi:WTM/AB/EFD-1/DRA-4/24/2019-20. 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.