sebi:WTM/PS/64/CFD/NOV/2013
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Facts / Headnote
Interim directions dated June 04, 2013 vacated with immediate effect; no further action initiated
Provisions invoked
- s. 19
- s. 12A
Parties
- Videocon Industries Limited
- directors of Videocon Industries Limited
- promoters of Videocon Industries Limited
- promoter group of Videocon Industries Limited
Holding
The interim directions dated June 04, 2013 against Videocon Industries Limited, its directors, promoters and promoter group were vacated with immediate effect and no further action was initiated.
Full text
Page 2 of 3 the custodian against the depository receipts issued overseas were included for the purpose of determining public shareholding. c. As the public shareholding of the Company fell below 25% on March 05, 2013, under Rule 19A(2), the Company is under obligation to bring back the public shareholding at 25% within twelve months i.e. on or before March 04, 2014. d. As per the Company, since June 04, 2013, 15,00,000 Global Depository Receipts ('GDR') were converted into equity shares by their holders. Thereby, as on June 30, 2013, the shareholding of the promoters'/ promoter group of the Company was 75.56%. e. In order to comply with the MPS requirements, the Company and its promoters'/ promoter group had decided to adopt the method of Offer for Sale ('OFS'). The promoters'/ promoter group of the Company then made an OFS on September 24, 2013 and sold 18,00,000 equity shares in order to achieve MPS requirement. As a result the shareholding of the promoters'/ promoter group of the Company, post OFS, stands at 74.95%. It has been said that the last tranch of the acquisition by the promoter group was only on May 23, 2013, it was not possible for the Company and its promoters'/ promoter group to make an OFS before August 16, 2013, due to the cooling off period of twelve (12) weeks.
Page 3 of 3 between December 31, 2012 and May 23, 2013. It has been said by the Company that the acquisition of shares had happened due to an improper understanding about the calculation. I have considered the submissions of the Company and note that the public shareholding was raised to 25.05% on September 24, 2013 through an OFS. Taking note of the same, I do not find it necessary to continue with the interim directions or initiate further action against the Company, its directors, promoters and promoter group, as contemplated in paragraph 18 of the interim
4. I have considered the submissions made by the Company including the documents submitted by it. I have perused the filings made by the Company with the exchanges with respect to its shareholding pattern and note that the public shareholding was at 25.75% for the quarter ended December 2012 and the same was reduced to 24.05% as per the filing made for the quarter ended March 2013. The Company has submitted that the promoter group had inadvertently included the custodian shareholding representing depository receipts issued overseas for the purpose of determining the public shareholding as 32.17% and acquired further shares. As per the Company the same happened due to an improper understanding of the manner of calculating the promoter shareholding under SCRR.
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Source: SecMarx — sebi:WTM/PS/64/CFD/NOV/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.