sebi:WTM/MPB/EFD-1-DRA-III/66/2019
Facts / Headnote
Directions issued: (a) Paragraph 9 of the Trust Deed to be amended within four weeks to restrict appointment of trustees to individual Promoters or their immediate relatives or lineal descendants; failing which Noticees must make an open offer as per directions in paragraphs 68(b) and 68(c).
Provisions invoked
- s. 19
- s. 10(3)
- s. 47
- s. 87
- s. 89
- s. 187C
- s. 2(55)
- s. 153
- s. 47(1)
Regulations relied on
- SEBI (SAST) Regulations, 2011 — 3(2)
Holding
The four Trustees of Sreeji Family Benefit Trust (Mr. Umang Kejriwal, Mr. Mayank Kejriwal, Ms. Asha Kejriwal, Ms. Aarti Kejriwal) in their capacity as Trustees, along with the remaining Promoter Group members as persons acting in concert (PACs), violated Regulation 3(2) of the Takeover Regulations by acquiring an additional 22.77% voting rights in the financial year 2014-2015 without making a public announcement for an open offer, when their pre-acquisition shareholding with entitlement to voting rights already stood at 30.24%.
Full text
Order in the matter of Electrosteel Castings Limited Page 2 of 48 13 Uttam Commercial Co. Ltd. 19, Camac Street, Kolkata, 700017
Order in the matter of Electrosteel Castings Limited Page 3 of 48 49.38% is held by public shareholders. 2. An application was filed with Securities and Exchange Board of India (hereinafter referred to as “SEBI”) by Sreeji Family Benefit Trust (hereinafter referred to as “Trust”) seeking exemption from open offer obligations, under Regulation 11(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “Takeover Regulation”), for the proposed acquisition of shares from promoter group entities in the Target Company. The Trust belongs to the promoter group of Target Company.The aforesaid application was placed before the Takeover Panel. Pursuant to deliberations in its meeting held on October 20, 2016, the Panel recommended rejection of the request for exemption. The following is the recommendation of Panel in this regard: “The Panel took note of the clause in the trust deed which provides for appointment of additional trustees (out of common friends and relatives) and also the submission of the applicant that it is not in a position to amend the said clause to do away with this provision. The Panel did not accept the submission of the applicant and recommended that the matter be rejected…”
Order in the matter of Electrosteel Castings Limited Page 4 of 48 SHOW CAUSE NOTICE 5. Consequent to the completion of examination, a common Show Cause Notice (hereinafter referred to as “SCN”) dated February 14, 2018 was served on the Promoter group of the Target Company as disclosed by ECL to BSE Ltd. as on quarter ending December, 2014, namely Ms. Uma Kejriwal, Mr. Ghanshyam Kejriwal, Mayank Kejriwal HUF, Mr. Mayank Kejriwal (as trustee of Priya Manjari Trust), Mr. Uddhav Kejriwal, Uddhav Kejriwal HUF, Mr. Shaswat Kejriwal, Ms. Pallavi Kejriwal, Ms. Samriddhi Kejriwal, Mr. Uddhav Kejriwal (as trustee of Samriddhi Trust), Malay Commercial Enterprises Limited, G K & Sons Private Limited, Uttam Commercial Company Limited, Electrocast Sales India Limited , Escal Finance Services Limited, Global Exports Limited, Cubbon Marketing Private Limited, Sri Gopal Investment Ventures Limited, Quinline Dealcomm Private Limited, Ellenbarrie Developers Private Limited, Greenchip Trexim Private Limited, Calcutta Diagnostics Centre Private Limited, Mr. Umang Kejriwal (as trustee of Sreeji Family Benefit Trust), Mr. Mayank Kejriwal (as trustee of Sreeji Family Benefit Trust), Ms. Asha Kejriwal (as trustee of Sreeji Family Benefit trust), Ms. Aarti Kejriwal (as trustee of Sreeji Family Benefit Trust), (hereinafter collectively referred to as “Noticees”) in the extant matter. As disclosed by ECL to BSE Ltd. as on quarter ending December, 2014, the aforesaid Noticees being part of the Promoter G
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-III/66/2019. 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.