sebi:WTM/GM/CFD/14/2018-19

SEBI · SEBI · G. Mahalingam, Whole Time Member

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Facts / Headnote

Request for exemption rejected

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 3
• Reg. 5
• Reg. 10(1)
• Reg. 3(2)
• Reg. 10(1)(a)
• Reg. 11(5)
• Reg. 36
• Reg. 10(1)(a)(i)

Holding

The Application dated January 02, 2017 read with Addendum dated April 28, 2017 by Ramesh Vinayak Vaze Family Trust and Kedar Ramesh Vaze Family Trust seeking exemption from Regulations 3(2) and 5 for the proposed direct and indirect acquisition of 44.72% voting rights in S H Kelkar and Company Limited was rejected.

Full text

________________________________________________________________________________________________ Order in the matter of SH Kelkar and Company Limited Page 2 of 11 (2). No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations: Provided that such acquirer shall not be entitled to acquire or enter into any agreement to acquire shares or voting rights exceeding such number of shares as would take the aggregate shareholding pursuant to the acquisition above the maximum permissible non-public shareholding. Explanation — For purposes of determining the quantum of acquisition of additional voting rights under this sub- regulation,— (i) Gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company. (ii) In the case of acqui

________________________________________________________________________________________________ Order in the matter of SH Kelkar and Company Limited Page 3 of 11 a. Transfer of equity shares of Keva Aromatics Private Limited into Trust-1 and Trust-2:  Mr. Ramesh Vinayak Vaze and Mrs. Prabha Ramesh Vaze have a total shareholding of 42.67% and 16.44% respectively in Keva Aromatics Private Limited, out of which they propose to transfer 41.86% shares and 15.63% shares respectively to Trust-1.  Mr. Kedar Ramesh Vaze has a total shareholding of 40.89% in Keva Aromatics Private Limited, out of which he proposes to transfer 40.08% shares to Trust-2.  Keva Aromatics Private Limited is the holding company of Keva Constructions Private Limited (which is holding 99.99% in Keva Constructions Private Limited).  Keva Constructions Private Limited in turn holds 6.20% equity shares in the Target Company.  By virtue of these proposed transfers, there would be an indirect increase in voting rights of Trust-1 and Trust-2 in the Target Company.

________________________________________________________________________________________________ Order in the matter of SH Kelkar and Company Limited Page 4 of 11 ii. Presently, the Acquirer Trusts do not hold any equity shares of the Target Company. iii. The Acquirer Trusts would be acquiring a total shareholding (direct and indirect) of 44.72 % in the Target Company, which exceeds the stipulated threshold of an additional 5%. iv. The pre–acquisition direct shareholding in the Target Company as on January 02, 2017 along with the proposed post–acquisition direct shareholding in the Target Company, are provided below:

Source: SecMarx — sebi:WTM/GM/CFD/14/2018-19. 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.