sebi:WTM/ASB/CFD/14/2024-25

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

Reviewed by Varun Matlani, Advocate — Securities Lawyer practicing in SAT and SEBI

Facts / Headnote

Exemption granted

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations relied on

• SEBI (SAST) Regulations, 2011 — 3(1)
• SEBI (SAST) Regulations, 2011 — 4
• SEBI (SAST) Regulations, 2011 — 5(1)

Holding

Exemption was granted to Ms. Roshni Nadar Malhotra from complying with regulations 3(1), 4 and 5(1) of the Takeover Regulations, 2011 with respect to the proposed indirect acquisition in Universal Office Automation Limited via acquisition of 9,400 shares of HCL Corporation Private Limited from Mr. Shiv Nadar.

Full text

__________________________________________________________________________________________ Exemption Order in the matter of Universal Office Automation Ltd. Page 2 of 9 (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 held Percentage of Shareholding (%) Promoter and Promoter group

__________________________________________________________________________________________ Exemption Order in the matter of Universal Office Automation Ltd. Page 3 of 9 capital of HCL Corp from Mr. Shiv Nadar, who is also part of the Promoter and Promoter Group, by way of gift.

__________________________________________________________________________________________ Exemption Order in the matter of Universal Office Automation Ltd. Page 4 of 9 2(1)(l) of the Takeover Regulations, 2011. Additionally, both Mr. Shiv Nadar and the Applicant have been disclosed as promoters of the Target Company in the shareholding pattern filed by the Target Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for more than three years. Therefore, the proposed acquisition of shares and voting rights in HCL Corp, resulting in indirect acquisition of shares and voting rights in the Target Company by the Applicant from Mr. Shiv Nadar, is an inter se indirect transfer of shares between qualifying persons (i.e., immediate relatives and disclosed promoters) and meets the requirements for availing the general exemption both under regulation 10(1)(a)(i) and regulation 10(1)(a)(ii) of the Takeover Regulations, 2011.

Source: SecMarx — sebi:WTM/ASB/CFD/14/2024-25. 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.