sebi:WTM/PS/52/CFD/OCT/2013
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Facts / Headnote
Directions in the interim order dated June 04, 2013 modified to permit the voluntary delisting process to proceed; company allowed three months to complete delisting, with directions 17(a), (c), (d) continuing and 17(b) revivable if delisting fails.
Provisions invoked
- s. 19
- s. 12A
Regulations
- Reg. 8
- Reg. 27
Parties
- Titan Trading & Agencies Limited
Holding
SEBI modified the interim order to allow Titan Trading & Agencies Limited's promoters to proceed with the voluntary delisting process under Regulation 27 of the Delisting Regulations, notwithstanding non-compliance with MPS norms. The company was given three months to complete the delisting, failing which the modified direction would be revived and other directions continued.
Full text
Page 2 of 5 2. Titan Trading & Agencies Limited (hereinafter referred to as "the Company") was one such company which was found to be non-compliant with the MPS norms. The promoter's shareholding in the Company as on the date of the interim order was 96.89%. The shares of the Company are listed on the Bombay Stock Exchange Limited ("BSE").
Page 3 of 5 route. Then, according to the Company, a scrutinizer was appointed to scrutinize the postal ballots, who in his report dated April 25, 2013 submitted that the resolution for delisting was unanimously approved by all the public shareholders of the Company. Thereafter, a Chartered Accountant's firm was appointed to value the equity shares of the Company, who in its report dated May 20, 2013 proposed the value of 614 per equity share of face value of 10 each. Thereafter, the Company filed an application dated May 22, 2013 with BSE for an in-principle approval for the delisting of shares of the Company. However, the process could not be completed due to interim order.
Page 4 of 5 9. I note that as on June 03, 2013, the Company was non-compliant with the MPS requirements. I have considered the special provisions of delisting for small companies as provided in Regulation 27 of the Delisting Regulations. One of the requirements under such provisions is that the promoter has to individually write to all public shareholders in the Company informing them of his intention to get the equity shares delisted, indicating therein the exit price (along with the justification) and seeking their consent for the proposal for delisting. I note that at least 90% of such public shareholders are required to give their positive consent in writing to the proposal for delisting and also the consent either to sell the equity shares at the price offered by the promoter or to remain as holders of the equity shares even if they are delisted. I note that the Company has written to all the shareholders and as per the scrutinizer's report the shareholders have unanimously resolved to delist.
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Source: SecMarx — sebi:WTM/PS/52/CFD/OCT/2013. 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.