sebi:WTM/SKM/CFD/03/2022-23
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Facts / Headnote
Application dated June 03, 2022 filed by LMW seeking exemption from strict enforcement of Regulation 24(ii) of the Buy-back Regulations 2018 is granted subject to conditions and disposed of.
Provisions invoked
- s. 11(1)
- s. 230
Regulations
- Reg. 28
- Reg. 24
- Reg. 201
Holding
SEBI granted LMW a conditional exemption from the strict enforcement of Regulation 24(ii) of the Buy-back Regulations 2018, permitting the Company to place a proposal for buy-back of equity shares before its Board during the pendency of a Scheme of Arrangement. The exemption is limited to relaxation of strict enforcement of Regulation 24(ii) only and is subject to specified conditions.
Full text
________________________________________________________________________________________________ Order in the matter of Lakshmi Machine Works Limited Page 1 of 7 WTM/SKM/CFD/ 03 /2022-23
________________________________________________________________________________________________ Order in the matter of Lakshmi Machine Works Limited Page 2 of 7
________________________________________________________________________________________________ Order in the matter of Lakshmi Machine Works Limited Page 3 of 7 i. Post approval of Board of Directors of the Company and LMWASIL, the Scheme of Arrangement was filed with BSE & NSE to seek their observation letter. The Company has received the observation letters dated October 28, 2021 from both the stock exchanges. ii. The Company has thereafter filed an application with the National Company Law Tribunal (“NCLT”), Chennai seeking directions to convene meeting of its shareholders and creditors to seek their approval to the Scheme of Arrangement. The said application has been adjourned twice in three months and the directions from the NCLT are awaited. iii. The Company has in past completed buy–back programs in following years: Sr. No. Month, Year Amount (INR) 1 February, 2011 225.51 Crore 2 November, 2016 138.40 Crore 3 November, 2018 159.48 Crore Therefore, the shareholders could expect that the share buy–back program is an integral part of the Company’s approach to returning the surplus cash to them and would have planned their investments accordingly. The Company also has sufficient internal accruals to undertake the buyback. iv. The Application is in the interest of investors as the shareholders of the Company (especially small shareholders) will benefit from return of surplus cash through the buy–back program. v. The Scheme of Arrangement is an internal re-organization of C
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Source: SecMarx — sebi:WTM/SKM/CFD/03/2022-23. 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.