sebi:WTM/PS/185/CFD-DCR/MAR/2016
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Facts / Headnote
Exemption granted
Provisions invoked
- s. 19
Regulations
- Reg. 11
- Reg. 3
- Reg. 2(1)(q)
- Reg. 3(2)
- Reg. 16
- Reg. 11(5)
Holding
SEBI granted exemption to Munjal M. Jaykrishna Family Trust from complying with Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for proposed acquisition of 16,30,362 shares (22.28%) of AksharChem (India) Limited from Mr. Munjal Jaykrishna and Mr. Gokul Jaykrishna, subject to conditions.
Full text
Page 2 of 10 a. The Target Company was incorporated on July 04, 1989 as Audichem (India) Private Limited. It became a public limited company vide certificate dated February 24, 1994 and later the name was changed to AksherChem (India) Limited on March 21, 2003. b. The promoter group of the Target Company holds 73.68% of the equity share capital of the Target Company. The Target Company has filed a ‘scheme of arrangement’ before the Hon’ble High Court of Gujarat at Ahmedabad. The scheme of arrangement involves de- merger and transfer of ‘CPC Green Division’ of Asahi Songwon Colors Limited to the Target Company. On sanction of the ‘scheme of arrangement’ by the Hon’ble High Court, the Target Company will issue further shares to the shareholders of Asahi Songwon Colors Limited. As a result of such further issue of shares post scheme of arrangement, the shareholding of promoters and promoter group in Target Company will reduce to 70%. c. The total paid-up equity share capital of the Target Company, as on the date of the application was ₹4,95,28,500 divided into 49,52,850 fully paid up shares of ₹10 each. Post further issue of shares by the Target Company on sanction of the ‘scheme of arrangement’ by the Hon’ble High Court, the total paid-up equity capital of the Target Company would be ₹7,31,29,000 divided into 73,12,900 fully paid up shares of ₹10 each. d. The Acquirer is a private family trust. The trustees and the ultimate beneficiaries of the Acquirer are the family members o
Page 3 of 10 h. The control over the Target Company will continue to remain with the promoter group and there will be no change in control or management of the company.
Page 4 of 10 f. The proposed transfer of shares of the Target Company is not to any third parties but to private family trust, whose trustees and beneficiaries are the family members of the promoter family and their bloodline descendants. g. The Acquirer will be regarded as a person acting in concert with the promoters in terms of the Regulation 2(1)(q) of the Takeover Regulations.
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Source: SecMarx — sebi:WTM/PS/185/CFD-DCR/MAR/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.