sebi:WTM/MB/CFD/DCR-2/13426/2021-22
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Facts / Headnote
Acquirer/Promoters and PACs held to have violated regulation 3(2) and directed jointly and severally to make public announcement for open offer within 45 days with 10% simple interest per annum.
Provisions invoked
- s. 11B
- s. 19
Regulations
- Reg. 4
- Reg. 7(1)
- Reg. 13
- Reg. 11
- Reg. 3
- Reg. 10
- Reg. 8
- Reg. 2
- Reg. 20
- Reg. 3(2)
- Reg. 32
- Reg. 2(1)(q)(2)
- Reg. 2(l)(q)(2)
Parties
- Mr. Naresh Kumar Bansal
- Mr. Richi Bansal
- Mr. Kumud Bansal
- Mr. Krati Bansal
- Mr. Nikhil Naresh Bansal
- Ms. Kanika Bansal
- Naresh Kumar & Sons
- Mr. Charanjit Lal Dhir
- Mr. Arun Dhir
- Mr. Tarun Dhir
- Ms. Sangeeta Dhir
- Mr. Prem Dhir
- M/s Arun Enterprises
- M/s Dhir Exports
Holding
Dhir family entities/firms were deemed PACs with the Promoter Group of Rama Steel Tubes Ltd. and together acquired 6.41% additional voting rights in FY 2016-17, triggering regulation 3(2). The Acquirer and PACs must make a delayed open offer with interest.
Full text
Order in the matter of Rama Steel Tubes Limited Page 1 of 35 WTM/MB/CFD/DCR-2/13426/2021-22 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: MADHABI PURI BUCH, WHOLE TIME MEMBER FINAL ORDER
Order in the matter of Rama Steel Tubes Limited Page 2 of 35 Delhi - 110096. 2. Securities and Exchange Board of India (“SEBI”) had received complaints vide undated letter received on August 8, 2019 and another letter dated December 2, 2019 (collectively to be referred as “Letters”) wherein it was inter alia submitted as follows: 2.1. Mr. Naresh Kumar Bansal (“NKB”), Promoter of RSTL, and Mr. Charanjit Lal Dhir (“CLD”) hold fifty percent shareholding each and are directors in a company namely Virinder Engineers and Chemicals Limited (“VECL”). 2.2. The Target Company had allotted preferential equity shares at Rs. 122/- per share on March 29, 2017 among others to M/s Arun Enterprise and M/s Dhir Exports (collectively referred to as “Firms”), partnership firms owned by CLD and his family members. 2.3. Both the Firms were Persons Acting in Concerts (“PACs”) with NKB and hence the Promoter Group along with the partnership firms were liable to make an open offer to the public shareholders.
Order in the matter of Rama Steel Tubes Limited Page 3 of 35 SCN was served on the Noticees by emails dated November 25, 2020 and by Speed Post Acknowledgment Due. Proof of service is on record.
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Source: SecMarx — sebi:WTM/MB/CFD/DCR-2/13426/2021-22. 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.