sebi:WTM/ASB/CFD/4/2023-24

SEBI · SEBI · 2023-07-31 · Ashwani Bhatia, Whole Time Member

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Facts / Headnote

Exemption granted subject to conditions

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 4
• Reg. 3
• Reg. 5
• Reg. 201
• Reg. 31
• Reg. 11(5)

Holding

SEBI granted exemption to Mehta Family Trust 1, 2, 3 and 4 from complying with Regulation 5 and Regulation 3 read with Regulation 4 of the Takeover Regulations, 2011 with respect to the proposed indirect acquisition of control over Torrent Power Limited via acquisition of 6,36,810 shares of Torrent Investments Private Limited by way of gift.

Full text

Exemption Order in the matter of Torrent Power Limited. Page 2 of 13 Regulations 3 and 5 read with Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ( “Takeover Regulations, 2011”) with respect to the proposed indirect acquisition of shares in the Target Company. The above-mentioned application along with the emails mentioned above is hereinafter referred to as the “Application”.

Exemption Order in the matter of Torrent Power Limited. Page 3 of 13 D. The Acquirer Trusts intended to acquire 6,36,810 shares of TIPL, which held 53.56% of the share capital of the Target Company, by way of gift. The shareholding pattern of TIPL was as follows:

Exemption Order in the matter of Torrent Power Limited. Page 4 of 13 v. Transfer of shares from Sudhir Uttamlal Mehta(HUF) would be subsequent to partition of the HUF to the respective beneficiaries, and the beneficiaries in turn would transfer the shares to the respective Acquirer Trusts. vi. Further, eight (8) Promoters of TIPL would continue to hold one (1) share each in TIPL. vii. Upon the completion of the above-mentioned acquisitions, the Acquirer Trusts would be able to indirectly exercise rights over shares constituting 53.56% of the share capital of the Target Company. viii. There would be no alteration in total equity share capital of the Target Company as a result of the proposed acquisitions. The shareholding pattern of the Target Company before and after the proposed acquisition would be as under:

Source: SecMarx — sebi:WTM/ASB/CFD/4/2023-24. 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.