sebi:WTM/PS/CFD/21/JULY/2013

SEBI · SEBI · 2013-03-01 · Prashant Saran, Whole Time Member

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Facts / Headnote

Directions issued vide the interim order dated June 04, 2013 against the company, Chettinad Cement Corporation Limited, its directors, promoters and promoter group, revoked with immediate effect.

Provisions invoked

Parties

Holding

The Whole Time Member revoked the interim directions issued on June 04, 2013 against Chettinad Cement Corporation Limited, its directors, promoters and promoter group, since the Company had completed the voluntary delisting process and stood delisted from the stock exchanges.

Full text

Page 2 of 3 that as on March 31, 2012, the promoters of the Company held 88.44% of the equity share capital and the public shareholders held the remaining 11.56%. In order to obtain full ownership of the Company along with the other promoters and to provide exit opportunity to the public shareholders, the promoter of the Company, namely, Chettinad Holdings Private Limited, decided to delist the Company from the stock exchanges. Accordingly, the Board of Directors of the Company had approved the proposal for delisting on May 15, 2012 and the shareholders of the Company had also approved the same on February 04, 2013. Based on the results of the postal ballot, the Company had sought and obtained in-principle approvals for delisting from the stock exchanges. The Acquirer (the aforesaid promoter), vide the letter of offer dated March 01, 2013, offered to acquire up to 44,16,421 equity shares representing 11.56% of the paid-up equity share capital of the Company or the entire outstanding shares held by the public shareholders of the Company. The reverse book building process was made available through the electronic system of the BSE from March 15, 2013 to March 21, 2013. Pursuant to the same, the promoters acquired 23,06,702 shares constituting 6.04% of the paid-up equity capital. The Company also submitted that on successful closure of the delisting offer, the Company had applied to the stock exchanges for delisting of its equity shares. The representative of the Company also st

Page 3 of 3 also do not find it necessary to initiate any action as contemplated in paragraph 18 of the interim order against the Company, its directors, promoter and the promoter group.

5. I have perused the notices/letters from NSE, BSE and MSE regarding the delisting of the Company. NSE, vide notice dated May 17, 2013 has informed its trading members that the securities of the Company would be suspended from trading with effect from May 31, 2013 and the scrip would be delisted with effect from June 07, 2013. The MSE, vide letter dated May 24, 2013, has informed that the Company would be removed from the list of listed securities of the exchange with effect from June 07, 2013. According to the notice dated May 27, 2013 of the BSE, the Company had complied with all formalities for voluntary delisting and that the trading in the shares of the Company would be discontinued with effect from May 31, 2013. I also note that subsequently, the Company was delisted by NSE and MSE on June 07, 2013 and by the BSE on July 08, 2013.

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Source: SecMarx — sebi:WTM/PS/CFD/21/JULY/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.