sebi:WTM/RKA/CFD/DCR/67/2012
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Facts / Headnote
Show cause notice sustained; noticees directed to make combined public announcement under regulations 10 and 11(1) within 45 days and pay interest at 10% p.a. from June 16, 2007 to eligible shareholders
Provisions invoked
- s. 11
- s. 11(2)
Regulations
- Reg. 44
- Reg. 11
- Reg. 2(1)
- Reg. 10
- Reg. 12
- Reg. 14(1)
- Reg. 45
- Reg. 2(1)(b)
- Reg. 11(1)
- Reg. 32
- Reg. 32(1)(h)
- Reg. 20(7)
- Reg. 35(2)(b)
Parties
- Mr. Sunil Krishan Khaitan
- Mr. Krishan Khaitan
- Khaitan Lefin Limited
- The Orientale Mercantile Company Limited
Holding
KLL contravened regulation 10 and regulation 14(1) of the Takeover Regulations, 1997 by failing to make a public announcement within 4 working days of March 12, 2007 when its individual shareholding crossed 15%, and the promoter group contravened regulation 11(1) read with regulation 14(1) as the gross acquisition of 8.38% on March 12, 2007 exceeded the 5% creeping limit in the financial year 2006-2007. The noticees were directed to make a combined public announcement under regulations 10 and 11 within 45 days and pay interest at 10% p.a. to eligible shareholders.
Full text
Page 2 of 17 3. SEBI issued a show cause notice ("SCN") dated March 26, 2012 to the noticees alleging that consequent to the acquisition of shares on March 12, 2007, there was increase in their pre- acquisition shareholding ( as on March 11, 2007) of –
Page 3 of 17 that of promoter group increased from 21,33,468 shares (29.63%) to 39,34,639 shares (34.21%). (e) The noticees have contended that the application of regulation 10 of the Takeover Regulations, 1997 is limited to only those cases, wherein the acquisition of shares/voting rights by the acquirer taken together with the shares /voting rights already held by ‘persons acting in concert’ results in breach of threshold of 15% shares/voting rights in the Target Company. It is not applicable in cases where the acquirer’s acquisition which when taken together with shares/voting rights already held by ‘persons acting in concert’ is already beyond 15% of the shares in the Target Company.
Page 4 of 17 ........It is matter of record that the shareholding of the entire promoter group was always disclosed as group holding to the regulators.’
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Source: SecMarx — sebi:WTM/RKA/CFD/DCR/67/2012. 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.