sebi:WTM/PS/144/CFD/JAN/2016
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Facts / Headnote
Directions issued vide interim order dated June 04, 2013 confirmed against Monotype India Limited, its directors, promoters and promoter group; order to remain in force till further directions.
Provisions invoked
- s. 19
- s. 12A
- s. 391(2)
- s. 394(1)
Regulations
- Reg. 10
Parties
- Monotype India Limited
- Directors of Monotype India Limited
- Promoters and promoter group of Monotype India Limited
Holding
SEBI confirmed the directions issued vide the interim order dated June 04, 2013 against Monotype India Limited, its directors, promoters and promoter group for non-compliance with Minimum Public Shareholding (MPS) norms. The Company was held not to have complied with MPS norms through the scheme of merger.
Full text
Page 2 of 12 listed on the Bombay Stock Exchange Limited ("BSE") and the Calcutta Stock Exchange Limited. 3. After affording opportunity to file response and personal hearing, SEBI vide an Order dated July 22, 2014, observed/directed as follows:
Page 3 of 12 5. The Company also forwarded its Written Submissions vide letter dated November 10, 2015, wherein the following submissions were made: (a) Around June – July 2011, then promoter of the Company viz. Swagatam Tradevin Limited (holding 74.23%) was mandatorily required to make an open offer to public shareholders in compliance with regulations 10 and 12 of the Takeover Regulations. Post the open offer, the shareholding of the promoter increased to 75.27%. It was submitted that only on account of the mandatory open offer, the public shareholding was reduced below 25%. (b) On December 09, 2014, the Hon’ble High Court of Calcutta approved the scheme of merger. (c) Pursuant to the approved scheme, on March 18, 2015, 68,66,36,929 fresh shares were allotted and return of allotment was filed on April 29, 2015. The allotment was resolved in the Company’s Board resolution dated March 18, 2015. (d) Additionally, post sanction of the scheme of arrangement, the promoters’ shareholding was substantially reduced to 25.23% from 75.27% in compliance with the amended provisions of rule 19A of SCRR. (e) A copy of the shareholding pattern for quarter ended September 2015 was enclosed. (f) While filing the shareholding pattern with BSE for ensuing quarters beginning from March 2015, the shareholding of promoters and public has been clarified in accordance with the SEBI ICDR and Takeover Regulations. (g) As on March 31, 2015, the Company had 4008 shareholders. The distribution of shareh
Page 4 of 12 (h) The Company submitted that its shareholding is widely distributed and broad-based and requested SEBI to take cognisance of the submissions and vacate the directions passed vide Orders dated June 04, 2013 and July 22, 2014 at the earliest.
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Source: SecMarx — sebi:WTM/PS/144/CFD/JAN/2016. 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.