sebi:WTM/ASB/CFD/12/2024-25

SEBI · SEBI · 2024-09-30 · Ashwani Bhatia, Whole Time Member

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Facts / Headnote

Exemption granted to the Proposed Acquirer from complying with regulations 3(1), 4 and 5(1) of the Takeover Regulations, 2011 with respect to the proposed indirect acquisition in HCL Infosystems Limited, subject to conditions; Application dated September 30, 2024 disposed of.

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 4
• Reg. 3
• Reg. 11(1)
• Reg. 2(1)(l)
• Reg. 3(1)
• Reg. 10(1)(a)
• Reg. 11(5)
• Reg. 10(1)(a)(i)

Holding

SEBI granted exemption to Ms. Roshni Nadar Malhotra from the obligation to make an open offer under regulations 3(1), 4 and 5(1) of the Takeover Regulations, 2011 in respect of her proposed indirect acquisition of shares and voting rights in HCL Infosystems Limited through the acquisition of shares in HCL Corp and VSIPL by way of gift from Mr. Shiv Nadar.

Full text

__________________________________________________________________________________________ Exemption Order in the matter of HCL Infosystems Limited Page 2 of 10 (b) The shareholding pattern of the Target Company, as on September 30, 2024 (Source: BSE Website), is as follows: S. No. Name of shareholder No. of shares Percentage of Shareholding (%) Promoter and Promoter group

__________________________________________________________________________________________ Exemption Order in the matter of HCL Infosystems Limited Page 3 of 10 (e) The proposed acquisition of shares of HCL Corp (a promoter group company of the Target Company) is an inter se transfer of shares of HCL Corp among immediate relatives, i.e., father and daughter, both of whom are part of the Promoter and Promoter Group of the Target Company.

__________________________________________________________________________________________ Exemption Order in the matter of HCL Infosystems Limited Page 4 of 10 (h) The Applicant intends to acquire 11,951 shares representing 47% of the share capital of VSIPL from Mr. Shiv Nadar, who is also part of the Promoter and Promoter Group of the Target Company, by way of gift.

Source: SecMarx — sebi:WTM/ASB/CFD/12/2024-25. 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.