sebi:WTM/GM/EFD/49/2018-19
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Directions issued requiring the noticee to make a public announcement of an open offer within 45 days, with interest at 10% per annum from August 20, 2013 till payment of consideration.
Regulations
- Reg. 4
- Reg. 3
- Reg. 199
- Reg. 10
- Reg. 29
- Reg. 44
- Reg. 3(3)
- Reg. 3(1)
- Reg. 201
- Reg. 32
- Reg. 2(1)(q)(2)
- Reg. 2(2)
- Reg. 7(6)
Parties
- Vakrangee Holdings Private Limited
Holding
Vakrangee Holdings Private Limited violated Regulation 3(1) read with Regulation 3(3) of the Takeover Regulations, 2011 by acquiring shares that individually breached the 25% threshold without making a public announcement of an open offer, and was directed to make such an open offer within 45 days with interest at 10% per annum.
Full text
_____________________________________________________________________________ Order in the matter of Vakrangee Ltd. Page 2 of 14 4.
_____________________________________________________________________________ Order in the matter of Vakrangee Ltd. Page 3 of 14 *Difference in closing % of share capital on May 29, 2013 and opening % of share capital on June 07, 2013, despite same number of shares is on account of increase in share capital of the company by 4,66,000 shares on June 06, 2013.
_____________________________________________________________________________ Order in the matter of Vakrangee Ltd. Page 4 of 14 the all the promoter entities. Mr. Dinesh Nandwana, Promoter and director of VHPL is also the Promoter and director of the target company since its inception. h) The promoter group was holding 34.27 % of shares in the target company as on March 2013 and presently they are together holding 41.59% of shares in the target company. The above facts clearly bring out that all promoter entities (including VHPL) are under the control and management of Mr. Dinesh Nandwana. Hence promoters should be viewed jointly as all the entities are controlled by Mr. Dinesh Nandwana only. i) If open offer is made now, it will be infructuous. Open offer was triggered when the price of the scrip was Rs. 74/- in 2013, current market price of the scrip is Rs. 410, whatever price will be derived to give open offer now it will be infructous. j) The DII holding of the Target Company as on March 2017 is 6.67% including reputed Institutions such as Life Insurance Corporation of India which particularly holds 6.11% aggregating to about Rs. 1120 Crore. Further, LIC represents hard earned money of common Indian public. Any disciplinary action against the company only due to the technical violation, if any, will erode the huge capital of hard money of common investors. k) The small investors have immense faith which can be seen by increase in number of shareholders from 9,828 shareho
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Source: SecMarx — sebi:WTM/GM/EFD/49/2018-19. 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.