sebi:WTM/GA/2/CFD/4/07

SEBI · SEBI · 2006-10-20 · G. ANANTHARAMAN, WHOLE TIME MEMBER

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Facts / Headnote

Exemption granted from complying with regulation 11 of the Takeover Regulations with regard to the increase in voting rights from 52.40% to 57.35% consequent to the proposed buy-back offer of Ace Software Exports Ltd.

Provisions invoked

• s. 19
• s. 77
• s. 77A

Regulations

• Reg. 4
• Reg. 11
• Reg. 5
• Reg. 4(2)
• Reg. 3(1)

Holding

SEBI granted exemption to the promoter-group acquirers of Ace Software Exports Limited from complying with regulation 11 of the Takeover Regulations (public announcement requirement) in respect of the increase in their voting rights from 52.40% to 57.35% consequent to the company's proposed buy-back of equity shares.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In the matter of proposed acquisition of equity shares of Ace Software Exports Limited Apr 05, 2007 | Orders : Orders of Chairman/Members WTM/GA/2/CFD/4/07 SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: G. ANANTHARAMAN, WHOLE TIME MEMBER

1.1 M/s Ace Software Exports Limited (hereinafter referred to as ‘the target company’) is a company incorporated under the Companies Act, 1956, having its registered office at 801, Everest Commercial Complex, Opp. Shastri Maidan, Rajkot – 360 001. The equity shares of the target company are listed on the Bombay Stock Exchange Ltd. (BSE) and The Saurashtra - Kutch Stock Exchange Ltd. (SKSE). 1.2 Shri Vikram B.Sanghani, Mr. Sanjay H Dhamsania, Mr. Bhupat Chunilal Sanghani, Mr. Harilal T Dhamsania, Mr. Arvind Sitapara, Ms. Bina V Sanghani, Mr. Harsha R Kalaria, Mr. Hasumati P Detroja Ms. Jamkunverben H Dhamsania, Mr. Jay B Sanghani, Mr. Jayantilal B Kalaria, M/s Jayantilal B Kalaria – HUF, Ms. Khyati S Kalaria, Ms. Madhavi S Dhamsania, Ms. Mrudula Patel, Ms. Pushpaben J kalaria, Mr. Rahul J Kalaria, Mr. Rahul J Kalaria – HUF, Ms. Samishaben Ajaykumar Patel, Mr. Shaunak J Kalaria, Shaunak J Kalaria – HUF, Vikram B Sanghani – HUF and Apex Data Service INC. (hereinafter collectively referred to as ‘the acquirers’) belong to the promoter group of the target company. The acquirers together with the persons acting in concert are holding 52.40% of the equity shares of the target company. 2.0 APPLICATION FOR EXEMPTION 2.1 The target company propose to buy-back its 4,42,346 equity shares from the shareholders at a price not exceeding Rs. 20/- per share in terms of the provisions of section 77A, 77AA of the Companies Act 1956 and the provisions of the Securities and Exchange Board of Indi

with regulation 3(1) (l) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,1997, (hereinafter referred to as the ‘Takeover Regulations’). Since, the post buy-back shareholding of acquirers would increase to a level beyond 55%, the exemption is sought from the applicability of regulation 11 of the Takeover Regulations, inter alia on the following grounds:- a) The acquirers are promoters of the target company. The acquirers are holding 52.40% of the equity shares capital of the target company and are already in control of the target company. b) The target company has passed a special resolution by way of postal ballot in compliance with the provisions of Section 77 A, 77 AA and 77 B of the Companies Act, 1956 and the provision of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998. The board of directors of the target company in their meeting held on January 27, 2007 decided to buy back upto 4,42,346 equity shares at a price not exceeding Rs.20/- per share. c) The acquirers and /or persons in control, of the target company and/or their associates/persons acting in concert would not offer their shares to the target company and are not participating under the proposed buy back. d) The buy back of equity shares is proposed to maximize return to investors, enhance overall shareholder value and further improve financial ratios. e) There is no change in control of the target company pursuant to th

Source: SecMarx — sebi:WTM/GA/2/CFD/4/07. 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.