sebi:WTMO/03/CFD/04/2006

SEBI · SEBI · 2005-09-14 · T. C. Nair, Whole-Time Member

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Facts / Headnote

Exemption granted from Chapter III of the Takeover Regulations for the proposed inter se transfer of 6,50,000 (6.34%) equity shares, subject to continuation of lock-in and compliance with Regulations 3(3), 3(4) and 3(5).

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 6
• Reg. 3
• Reg. 10
• Reg. 2
• Reg. 4(2)
• Reg. 5
• Reg. 3(4)
• Reg. 8(3)
• Reg. 3(1)
• Reg. 2(1)(h)
• Reg. 3(3)
• Reg. 20(4)
• Reg. 3(1)(e)
• Reg. 4(6)

Holding

SEBI granted exemption to the proposed inter se transfer of 6,50,000 (6.34%) equity shares of N. R. Agarwal Industries Limited among promoters from the applicability of Chapter III of the Takeover Regulations, subject to the condition that the shares remain locked-in for the remaining lock-in period and the acquirer complies with Regulations 3(3), 3(4) and 3(5).

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF EQUITY SHARES OF N. R. AGARWAL INDUSTRIES LIMITED – EXEMPTION APPLICATION FILED UNDER REGULATION 4(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997.  WTMO/03/CFD/04/2006 1.0 BACKGROUND 1.1 N. R. Agarwal Industries Ltd (hereinafter referred to as ‘the target company’) is a public company, incorporated under the Companies Act, 1956  having its registered office at 4 Janki Centre, 4 Floor, 29, Shah Industrial Estate, Off. Veera Desai Road, Andheri (West), Mumbai – 400 058. 1.2 The equity shares of the target company are listed at the Bombay Stock Exchange Ltd, the Ahmedabad Stock Exchange Ltd and the Delhi Stock Exchange Association Ltd. 1.3 Shri Rajendra N. Agarwal  and Smt. Reena R. Agarwal (hereinafter referred to as ‘the acquirers’) jointly hold 3.14% equity shares in the target company. The acquirers pro acquire 6,50,000 (6.34%) equity shares of the target company by way of purchase from Shri Saifee A. Jani, Smt. Farzana Jani and Westend Paper & Board Pvt Ltd. (he referred to as ‘the transferors’) at the rate of Rs.10/- per equity share. The acquirers and the transferors are part of the promoter group of the target company and thus, the p acquisition is stated to be by way of inter se transfer of shares amongst promoters of the target company. 2.0 APPLICATION FOR EXEMPTION – 2.1 The acquirers have, vide letter dat

registered office at 415-418, Janki Centre, 4th Floor, 29, Shah Industrial Estate, Off. Veera Desai Road, Andheri (West), Mumbai – 400 058. 1.2 The equity shares of the target company are listed at the Bombay Stock Exchange Ltd, the Ahmedabad Stock Exchange Ltd and the Delhi Stock Exchange Association Ltd. 1.3 Shri Rajendra N. Agarwal and Smt. Reena R. Agarwal (hereinafter referred to as ‘the acquirers’) jointly hold 3.14% equity shares in the target company. The acquirers propose to acquire 6,50,000 (6.34%) equity shares of the target company by way of purchase from Shri Saifee A. Jani, Smt. Farzana Jani and Westend Paper & Board Pvt Ltd. (hereinafter referred to as ‘the transferors’) at the rate of Rs.10/- per equity share. The acquirers and the transferors are part of the promoter group of the target company and thus, the proposed acquisition is stated to be by way of inter se transfer of shares amongst promoters of the target company. 2.0 APPLICATION FOR EXEMPTION – 2.1 The acquirers have, vide letter dated 14.9.2005, made an application under regulation 4(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997(hereinafter referred to as ‘the Takeover Regulations’) seeking exemption from the applicability of Regulation 10, 11 and 12 of the Takeover Regulations in respect of the proposed acquisition of 6.34% of equity shares of the target company. In the said application, the acquirers have made the following

constraints, they acquired at that time only 34,50,000 equity shares and arranged for the balance (6,50,000) shares to be taken up by the other promoters (i.e. the transferors) with an undertaking that whenever the transferors would be in need of funds, the promoters would buy those shares from them at the issue price. c. The transferors collectively hold 7, 94,800 (7.75%) equity shares in the target company. The transferors have approached the acquirers asking them to buy the shares acquired by them pursuant to the preferential issue. After the transfer of said 6, 50,000 (6.34%) equity shares, the transferors’ holding in the target company will be reduced to 1.41% and the acquirers’ shareholding would increase from 3,21,551 (3.14%) to 9,71,551 (9.48%) equity shares in the total paid up capital of the target company and the shareholding of the promoter group (excluding the shareholding of the transferors) would increase from 505884 equity shares (49.36%) to 5708845 equity shares (55.7%) in the target company. d. The proposed acquisition is by way of inter se transfer of shares amongst the promoter group and there is no fresh issue of equity shares by the target company. The acquirers and transferorss are part of the promoter group and hence the proposed acquisition may be regarded as inter se transfer amongst promoters under Regulation 3(1)(e)(iii) of the Takeover Regulations. e. The two of the transferors viz., Shri Saifee A. Jani and Smt. Farzana Jani are holding the equity

Source: SecMarx — sebi:WTMO/03/CFD/04/2006. 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.