sebi:WTM/KMA/CFD/330/12/2010
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Facts / Headnote
Exemption granted from Regulation 11(2) of the Takeover Regulations subject to conditions
Provisions invoked
- s. 19
- s. 81
Regulations
- Reg. 4
- Reg. 4(4)
- Reg. 11(2)
- Reg. 4(6)
Holding
SEBI granted exemption to the acquirers (Mr. Deepak Balkrishan Sekhri, Ms. Anita Deepak Sekhri and PACs) from complying with Regulation 11(2) of the Takeover Regulations with regard to the proposed acquisition of 48,70,130 shares at Rs.12.32 per share of Shree Ganesh Forgings Limited through preferential allotment, subject to conditions.
Full text
Page 2 of 8 company had requested the Corporate Debt Restructuring Cell (hereinafter referred to as CDR Cell) for restructuring its debts in 2008. According to the acquirers, though, the CDR Cell had sanctioned the CDR package in September 2008, the same was not successful in sustaining the target company’s operations due to various reasons. Therefore, the target company had again requested the CDR Cell to rework the package and the same was sanctioned by the CDR Cell on March 15, 2010, whereby the promoter’s/acquirer’s contribution was fixed at `6,00,00,000 against which they could be issued share capital of the target company. It is further stated that, against the contribution brought in by the acquirers as per the terms and conditions of the CDR package, the target company proposes to allot 48,70,130 shares to the acquirers/promoters which would increase the shareholding of the promoter group (including the acquirers and PACs) from 55.22% to 67.78% of the paid up capital of the target company. Hence, the application has been filed seeking exemption from Regulation 11(2) of the Takeover Regulations inter alia on the following grounds: a) The acquisition under the preferential allotment is proposed to be made not with the purpose of increasing or consolidating the shareholding of the promoters. b) The intention of the acquirers is solely to comply with the terms and conditions of the CDR scheme. c) The acquisition would not result in any change in control of the target comp
Page 3 of 8 2. The shareholding pattern of the target company as per the application is as under:- Before the proposed acquisition
Page 4 of 8 Requirements) Regulations), 2009, in terms of the Corporate Debt Restructuring (CDR) package approved by the CDR Cell of the Reserve Bank of India vide their letter no. BY.CDR JCP. 1544/2009-10 dated 15th March, 2010, as per details provided in the Explanatory Statement attached hereto.”
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Source: SecMarx — sebi:WTM/KMA/CFD/330/12/2010. 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.