sebi:WTM/PS/59/CFD/JUN/2016

SEBI · SEBI · 2016-01-22 · Prashant Saran, Whole Time Member

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Facts / Headnote

Directions revoked

Provisions invoked

Parties

Holding

SEBI revoked the interim order dated June 04, 2013 as confirmed vide orders dated July 22, 2014 and January 22, 2016 against Monotype India Limited, its directors, promoters and promoter group after finding the Company compliant with minimum public shareholding norms.

Full text

Page 2 of 5 (c) The Company is in compliance of the MPS norms upon allotment of shares to the shareholders of the transferor companies as per the Scheme approved by the Hon’ble High Court. (d) As observed in the SEBI Order dated January 22, 2016 and to comply with the same by offering shares in OFS, the Company submitted that the promoter/director of the Company would tender shares to the extent of 0.27% of the old capital of the Company i.e. 5000 shares of Rs.10/- each (equivalent to 50000 shares of Re.1/- now) upon getting listing approval of new shares by BSE and lifting of directions issued vide the interim order.

Page 3 of 5 (b) Thereafter, the promoter, Swagatam Tradevin Limited approached BSE expressing its intention to make the OFS of 50,000 equity shares. BSE, vide notice dated April 25, 2016 on its website informed all market participants about the opening of the OFS. (c) On completion of OFS, SEBI was informed vide e-mail dated May 18, 2016. (d) The promoter holding of 12,40,860 shares of Rs.10/- each consisting of 75.27% was reduced by 4488 shares to 12,36,372 shares of Rs.10/-, which worked out to 75% of the total shareholding as on December 31, 2014. With effect from March 17, 2015, the stock split was from Rs.10/- to Rs.1/- therefore OFS of 44,880 shares of face value of Rs.1/- as on May 17, 2016 should be considered as 4480 shares of face value of Rs.10/- as on December 31, 2014. (e) A copy of the latest shareholding pattern filed with BSE was annexed and the Company submitted that it had complied with the MPS norms by one of the SEBI approved methods. (f) The Company therefore requested SEBI to vacate the directions issued vide the interim order and confirmed vide orders dated July 22, 2014 and January 22, 2016. (g) The Company also requested SEBI not to initiate penal proceedings for delay in compliance with the MPS norms on the following grounds: i. On and around June-July 2011, then promoter of the Company, viz., Swagatam Tradevin Limited (holding 74.23%) was mandatorily required to make an open offer in terms of the Takeover Regulations. Post the open offer, the shareh

Page 4 of 5 (a) The Company and its promoter were keen in complying with the MPS norms. However, as the Company had filed a petition for amalgamation on November 29, 2011, it was not

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Source: SecMarx — sebi:WTM/PS/59/CFD/JUN/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.