sebi:WTM/PS/120/CFD/DEC/2015
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Facts / Headnote
Interim order dated June 04, 2013 against Bhilai Engineering Corporation Limited confirmed; directions to remain in force till further directions.
Provisions invoked
- s. 19
- s. 21
- s. 12A
Parties
- Bhilai Engineering Corporation Limited
Holding
SEBI confirmed the interim order against Bhilai Engineering Corporation Limited for continuing non-compliance with minimum public shareholding (MPS) requirements under Rule 19A of SCRR and Clause 40A of the Listing Agreement read with Section 21 of SCRA. The Company's proposed voluntary delisting was not considered a serious proposal as no concrete steps or timelines had been fixed.
Full text
Page 2 of 6 equity shares of the Company are listed on the Bombay Stock Exchange Limited (hereinafter referred to as ‘BSE’), Calcutta Stock Exchange Limited and on the erstwhile Madhya Pradesh Stock Exchange Limited. The scrip of the Company is suspended for trading at BSE.
Page 3 of 6 e. The methods provided to enable the companies to become MPS compliant are not feasible to it as its shares were suspended since 2002 and there were no takers/ buyers for its shares due to the adverse capital market conditions. Further, as the promoters and the promoter group of the Company had the intention to delist the shares of the Company from the stock exchange, off-loading/ selling shares to the public through prospectus/ offer for sale or by way of any other method would have complicated the issue and the desired results would not have been achieved. The rights/ bonus issues to the public shareholders was also not practicable and viable. f. In view of the same, delisting of the shares of the Company from all the stock exchanges is the only practicable and viable route available to the Company. The promoters and promoter group of the Company wish to delist the shares of the Company, however, due to the restriction imposed by the interim order, the Company could not proceed further in the matter. g. Considering the total public shareholders i.e. 5, the case of the Company falls under Chapter VII (i.e. Special Provision for Small Companies and Delisting by Operation of Law) of the SEBI (Delisting of Equity Shares) Regulations, 2009 and it will not have to follow the procedure mentioned in Chapter IV of the SEBI (Delisting of Equity Shares) Regulations, 2009.
Page 4 of 6 5. Vide letter dated July 10, 2015, the Company while reiterating its willingness for voluntary delisting, inter alia submitted as under: a. Delisting of the shares of the Company from all the stock exchanges is the only practicable and viable route available to the Company. b. By acquiring the 7,649 shares from the two shareholders out of total five shareholders, the shareholding of the promoters will be 99.99% of the total shareholding. c. The shares remaining with the three shareholders who are not identified/ untraceable are only 241 shares. The Company vide the said letter requested for six months’ time for carrying out the delisting procedure and permission for the promoters to purchase the shares of the public shareholders.
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Source: SecMarx — sebi:WTM/PS/120/CFD/DEC/2015. 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.