sebi:WTM/GA/CFD/133/2/07

SEBI · SEBI · 2005-12-28 · G. Anantharaman, Whole Time Member

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Facts / Headnote

Application for exemption from open offer rejected/disposed off

Provisions invoked

• s. 19

Regulations

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

Holding

SEBI rejected the acquirers' application for exemption from making an open offer in respect of the proposed preferential allotment of 34 lakh equity shares of Ganesh Polytex Ltd. which would raise the acquirers' holding to 43.47% and promoter group holding to 52.48%.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF SHARES OF M/S GANESH POLYTEX LIMITED BY SHRI SHYAM S SHARMA & OTHERS– EXEMPTION APPLICATION FILED UNDER REGULATION 4(2) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997. WTM/GA/CFD/133/2/07 1.0 BACKGROUND 1.1 M/s Ganesh Polytex Ltd. (hereinafter referred to as ‘the target company’) is a company incorporated under the Companies Act, 1956, having its registered office Village Raipur Kalpi Road, Distt. Kanpur Dehat. The equity shares of the target company are listed on The Bombay Stock Exchange Ltd. (BSE) and U.P. Stock Exchange Association Ltd (U 1.2 Shri. Shyam S. Sharma is one of the promoters and is the Chairman cum Managing Director of the target company. Shri Shyam S. Sharma together with some of the other prom the target company namely Shri Sharad Sharma, Shri V. D. Khandelwal and M/s Sandeep Yarns Pvt. Ltd – and persons acting in concert namely Shri Ashok Tyagi, Shri D.K Ms. Nisha Sharma, M/s Abhyudya Industrial Consultants Pvt. Ltd., M/s Alok Leasing Pvt. Ltd., M/s Pradeep Kumar Goenka / Sunil Gupta, M/s Crest International Ltd., M Consultants Ltd., and Shri Sanjeev Gupta (hereinafter collectively referred to as acquirers) collectively holds 22.95% of the voting capital of the target company.  The entire p group together with the acquirers holds 35.23% of the voting capital of th

1.1 M/s Ganesh Polytex Ltd. (hereinafter referred to as ‘the target company’) is a company incorporated under the Companies Act, 1956, having its registered office Village Raipur (Rania), Kalpi Road, Distt. Kanpur Dehat. The equity shares of the target company are listed on The Bombay Stock Exchange Ltd. (BSE) and U.P. Stock Exchange Association Ltd (UPSE) 1.2 Shri. Shyam S. Sharma is one of the promoters and is the Chairman cum Managing Director of the target company. Shri Shyam S. Sharma together with some of the other promoters of the target company namely Shri Sharad Sharma, Shri V. D. Khandelwal and M/s Sandeep Yarns Pvt. Ltd – and persons acting in concert namely Shri Ashok Tyagi, Shri D.K.Shukla, Ms. Nisha Sharma, M/s Abhyudya Industrial Consultants Pvt. Ltd., M/s Alok Leasing Pvt. Ltd., M/s Pradeep Kumar Goenka / Sunil Gupta, M/s Crest International Ltd., M/s AKG Consultants Ltd., and Shri Sanjeev Gupta (hereinafter collectively referred to as acquirers) collectively holds 22.95% of the voting capital of the target company. The entire promoter group together with the acquirers holds 35.23% of the voting capital of the target company. 1.3 The target company proposes to allot 34 lakh equity share of Rs.10/- each at a premium of Rs.5/- per share to the acquirers. After the said proposed allotment the holding of the acquirers would increase to 43.47% and that of the promoter group would increase to 52.48%. 2.0 APPLICATION FOR EXEMPTION 2.1 Shri Shyam S Sharma (on behalf o

the condition, requiring the promoters to bring in their contribution by way of equity to the tune of Rs.510.00 lacs in the target company. ii) Therefore, with a view to meeting the condition being stipulated by the financial institution, the target company proposes to make a preferential allotment to the promoters. iii) The proposed allotment would not result in change of control and management as the acquirers as part of promoter group are already in control of the target company. The target company is already maintaining the minimum public shareholding of 25%. 2.3 The shareholding pattern of the target company, as mentioned in the said application before and after the proposed acquisition is as under: Shareholders’ category Shareholding Before the proposed acquisition Shareholding After the proposed acquisition Number of shares / total voting rights held % of shares / total voting capital held Number of shares / voting rights % of shares / voting rights Promoter 11,50,221 12.282% 11,50,221 9.011% Acquirers*(also acting in concert with the promoters) 21,49,325 22.951% 55,49,325 43.473% FIs/Banks 2,96,100 3.162% 2,96,100 2.320% FIIs/NRIs/OCBs 14,897 0.159% 14,897 0.117% Public 57,54,457 61.446% 57,54,457 45.079%

Source: SecMarx — sebi:WTM/GA/CFD/133/2/07. 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.