sebi:WTM/SM/CFD/52/2021-22

SEBI · SEBI · 2021-04-27 · S.K. Mohanty, Whole Time Member

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Facts / Headnote

Exemption granted from Regulation 4 of the Takeover Regulations, 2011 subject to conditions; application disposed of

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 4
• Reg. 3
• Reg. 201
• Reg. 31
• Reg. 10
• Reg. 11(5)

Holding

SEBI granted exemption to J S Family Trust from complying with Regulation 4 of the Takeover Regulations, 2011 with respect to the proposed acquisition of 2.48% shares of Subros Limited by way of gift from Dr. Jyotsna Suri, subject to conditions. The exemption is limited to the open offer requirement and does not extend to disclosure requirements under Chapter V or other applicable regulations.

Full text

Exemption Order in the Matter of Subros Limited Page 1 of 11 WTM/SM/CFD/ 52 / 2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA

Exemption Order in the Matter of Subros Limited Page 2 of 11 2. The Application – 2.1. An application dated April 27, 2021 seeking exemption from the applicability of Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations, 2011”) in the matter of proposed acquisition of shares in the Target Company was received by SEBI from J S Family Trust (the “Proposed Acquirer/Acquirer Trust”). Subsequent to the receipt of the above mentioned application dated April 27, 2021, further clarifications and

Exemption Order in the Matter of Subros Limited Page 3 of 11 2.3. It has been submitted by the Acquirer Trust that the total issued share capital of the Target Company was INR 130,482,900 representing 65,241,450 equity shares of INR 2 each. Similarly, the subscribed and paid-up equity share capital of the Target Company, as on the date of the Application, was INR 130,471,000 representing 65,235,750 equity shares of INR 2 each. All the equity shares had uniform voting rights and there were no calls in arrears in respect of the shares of the Target Company. 2.4. It has been further submitted by the Acquirer Trust that, as per the shareholding pattern for the quarter ending March, 2021, the promoters and members of the promoter group held a total of 2,40,00,000 shares constituting 36.79 % of the paid up equity shareholding in the Target Company. 2.5. In this regard, it has been proposed by the Acquirer Trust that it would acquire 2.48 % shares of the Target Company by way of gift from the following promoter, who is part of the promoter and members of the promoter group of the Target Company: Table -2 Name of Shareholders Shareholding No. of shares Shareholding & Voting Rights (%) Dr. Jyotsna Suri 16, 19,200 2.48 % Total 16, 19,200 2.48 %

Source: SecMarx — sebi:WTM/SM/CFD/52/2021-22. 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.