sebi:WTM/GM/EFD/DRAIII/45/2017-18
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Facts / Headnote
Show Cause Notices dated March 23, 2016 dropped; noticees cautioned and advised to exercise due care and diligence in future
Provisions invoked
- s. 12
Regulations
- Reg. 3
- Reg. 3(1)
- Reg. 13(1)
- Reg. 32
- Reg. 3(2)
- Reg. 58
Parties
- Ravi Bhandari
- Rekha Bhandari
- Ravi Bhandari HUF
- Lollipop Fashions Pvt. Ltd.
- Samir Ghosh
Holding
The transactions involving transfer of shares between the promoter group entities and Samir Ghosh did not amount to 'acquisition' of shares as contemplated under the Takeover Regulations, and therefore the SCNs alleging violations of Regulation 3(1)/3(2) read with Regulation 13(1) were dropped.
Full text
Page 2 of 15 providing/arranging loan to the Company/ Promoters. The details of the Agreements are given below: Date of Agreement Pledgor Pledgee Loan Amount (Rs.) No. of shares provided for pledge 18.10.2013 Ravi Bhandari Chirag N. Shah 10,00,000 1,00,000 18.10.2013 Ravi Bhandari Pragnesh Doshi 30,00,000 2,80,000 27.11.2013 Anshus Clothing Limited Samir Ghosh proprietor of S.K.Ghosh & Co. No loan was availed/ provided NA
Page 3 of 15 5. Subsequent to the transfer of shares by the promoter group to Samir Ghosh in terms of the abovementioned agreement, in December 2013, the target company issued bonus shares in the ratio of 1:1 by virtue of which the number of shares held by Mr. Ghosh became 50,00,000. However, Samir Ghosh later informed the target company that he was not in a position to arrange/ provide any funds/loans to the Company. As a result, there was no financial assistance or any amount whatsoever provided by Samir Ghosh to the company or its Promoters Group, as per the abovementioned agreement dated November 27, 2013. Subsequently, Samir Ghosh transferred back a total of 45,00,000 shares to Ravi Bhandari on December 16, 2013 and January 15, 2014, as per the following details: Date Name of promoter and promoter group entity to whom shares were transferred No. of shares 16.12.2013 Ravi Bhandari 35,00,000 15.01.2014 Ravi Bhandari 10,00,000
Page 4 of 15 7. In the background of the facts narrated above, a Show Cause Notice dated 23 March, 2016 was issued to the noticee nos. 1-4 stating the above facts and alleging the following : (i) That since the transfer of shares to Samir Ghosh by the promoter group amounted to the shares/voting rights being transferred to Samir Ghosh by the Promoter Group entities, the same would amount to acquisition of shares of the target company by Samir Ghosh. The return of shares by Samir Ghosh to the Promoter Group entities would also amount to acquisition by the Promoter Group of Target Company. (ii) That as a result of the transfer of shares by Samir Ghosh to the promoter group on December 16, 2013, the noticees’ shareholding in the Target Company had increased from 22.37% to 50.63% of the total share capital of the target company and, consequently, breached the threshold of 25% as stipulated in the Regulation 3 (1) read with 13 (1) of the SEBI (Substantial Acquisition of Shares and Takeover Regulations), 2011 (Take over Regulations). Thus, the noticees have not complied with the obligation to make a public announcement in terms of regulation 3(1) read with 13(1) of Takeover Regulations, 2011. (iii) That as on 02.01.2014, the total shareholding of the Promoter Group was 50.44%. On 03.01.2014, one of the Promoter Group entities, Ravi Bhandari, transferred 7.22% shares to other Promoter Group entities. Since Ravi Bhandari is a seller and other Promoter Group entities are buyers, they
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Source: SecMarx — sebi:WTM/GM/EFD/DRAIII/45/2017-18. 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.