sebi:WTM/SM/CFD/59/2021-22

SEBI · SEBI · 2021-08-17 · Whole Time Member (S.K. Mohanty)

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Facts / Headnote

Exemption granted to the Proposed Acquirers from complying with Regulation 3(2) of the Takeover Regulations, 2011, subject to conditions; application disposed of.

Provisions invoked

• s. 19
• s. 11(1)
• s. 11(2)

Regulations

• Reg. 201
• Reg. 3(2)
• Reg. 31
• Reg. 11(5)

Holding

SEBI granted exemption to RKS JS Family Trust, UDS JS Family Trust and ASP Saboo Family Trust from the requirement of making an open offer under Regulation 3(2) of the Takeover Regulations, 2011 for the proposed acquisition of 16.28% of KDDL Limited's equity shares by way of gift from promoter family members.

Full text

Exemption Order in the Matter of KDDL Limited Page 1 of 10 WTM/SM/CFD/59 / 2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA

Exemption Order in the Matter of KDDL Limited Page 2 of 10 2. The Application – 2.1. An common application dated August 17, 2021 followed by a revised application dated August 27, 2021, seeking exemption from the applicability of Regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”) in the matter of proposed acquisitions of shares in the Target Company was received by SEBI from RKS JS Family Trust, UDS JS Family Trust and ASP Saboo Family Trust (the “Proposed Acquirers/Acquirer Trusts”). Subsequent to the receipt of the above-mentioned applications, further clarifications and submissions have been received from the Acquirer Trusts. Accordingly, the above-mentioned applications and subsequent replies thereto shall be collectively referred to hereafter as the Application. 2.2. As stated above, the proposed acquisitions are to be carried out by three Trusts, namely, RKS JS Family Trust, UDS JS Family Trust and ASP Saboo Family Trust. In this respect, it is gathered from the Application that RKS JS Family Trust, UDS JS Family Trust and ASP Saboo Family Trust have been instituted as irrevocable determinate trusts under the Indian Trusts Act, 1882 by way of Trust Deeds dated January 27, 2021. The Settlors, Trustees and beneficiaries of the aforementioned Proposed Acquirers are as under – Table - 1 RKS JS Family Trust

Exemption Order in the Matter of KDDL Limited Page 3 of 10 UDS JS Family Trust Name of Settlor Name of Trustees Name of Beneficiaries Relationship of Beneficiaries with the Settlor Mrs. Usha Devi Saboo Mr. Rajendra Kumar Saboo

Source: SecMarx — sebi:WTM/SM/CFD/59/2021-22. 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.