sebi:WTM/PS/18/CFD/JULY/2014
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Facts / Headnote
Directions issued modifying paragraph 17(b) of the interim order dated June 04, 2013 to permit promoters to buy public shares in the delisting offer, with time till October 29, 2014 to complete delisting; other directions continued.
Provisions invoked
- s. 19
- s. 12A
Regulations
- Reg. 8(1)(d)
Parties
- The Company
- Promoters
Holding
SEBI modified paragraph 17(b) of the interim order dated June 04, 2013 so as not to hinder the voluntary delisting process and to permit promoters to buy public shareholders' shares in the delisting offer, granting time till October 29, 2014 to complete the delisting process.
Full text
Page 2 of 5 (ii) The proposal of the Company for dilution of promoter group's equity shareholding by transferring their shares to another entity was not favourably considered by SEBI. Subsequently, the promoters vide their letter dated May 27, 2013 expressed their intent to the Company to delist the equity shares and requested the Company to initiate steps for the same. (iii) The Board of Directors, in their meeting held on July 15, 2013, approved the delisting proposal subject to necessary approvals. The Board, on September 13, 2013, approved the postal ballot notice and explanatory statement. The postal ballot process was completed on October 28, 2013 and the Scrutinizer submitted his report dated October 30, 2013 wherein 92.59% of the votes casted were in favour of delisting the equity shares from the stock exchanges. The Company had intimated the results of the postal ballot to the stock exchanges on October 31, 2013. (iv) The machine tools industry has been going through a long period of recession due to various factors. Being a capital intensive industry where there is significant time lag between supply of machinery and realization, the Company has become a loss making company. (v) Further, the equity shares of the Company have not been trading at the stock exchanges since April 05, 2002. As a result, the investments made by investors have become illiquid. Considering the same, delisting of shares will give the shareholders an exit opportunity. (vi) As shareholders hav
Page 3 of 5 directions passed vide the interim order may not serve the purpose at that stage. Accordingly, the Company was granted a period of one month to take efforts to trace its public shareholders and to report the status thereof to SEBI.
Page 4 of 5 delist the shares from the stock exchanges. Considering the fact that the shareholders have, on October 30, 2013, approved the proposal for delisting vide their special resolution and also the
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Source: SecMarx — sebi:WTM/PS/18/CFD/JULY/2014. 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.