sebi:WTMO/08/CFD/09/2005

SEBI · SEBI · 2005-02-10 · Madhukar, Whole Time Member

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Facts / Headnote

Exemption granted from complying with Regulation 11(2) of Chapter III of the Takeover Regulations, subject to conditions including ratification of the AGM resolution by postal ballot, submission of confirmation to SEBI within seven days, and compliance with SEBI (DIP) Guidelines and Listing Agreement; transaction to be completed within 90 days.

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 11
• Reg. 3
• Reg. 4(2)
• Reg. 3(4)
• Reg. 11(2)
• Reg. 4(6)

Holding

SEBI granted exemption to the promoter group acquirers from complying with Regulation 11(2) of the Takeover Regulations for the proposed preferential allotment of 26,76,181 equity shares in Pearl Polymers Ltd., subject to conditions including ratification of the AGM resolution through postal ballot.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER IN THE MATTER OF PROPOSED ACQUISITION OF SHARES OF PEARL POLYMERS LTD – EXEMPTION APPLICATION FILED UNDER REGULATION 4(2) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997.  WTMO/08/CFD/ 09/2005 1.0 BACKGROUND 1.1 M/s Pearl Polymers Ltd. (hereinafter referred to as ‘the target company’) is a public limited company incorporated under the Companies Act, 1956, having its registered office Greater Kailash – I, New Delhi – 110048. 1.2 The equity shares of the target company are listed on the National Stock Exchange, The Stock Exchange, Mumbai and the Calcutta Stock Exchange. 1.3           The following are the persons belonging to the promoter group (hereinafter referred to as ‘acquirers’) of the target company: 1.      Mrs. Suneeta Seth 2.      Mr. Harish Seth 3.      Mr. Varun Seth 4.      Mr. Ashok Khanna 5.      Ms. Ashna Seth 6.      M/s Pearl Engineering Polymers Ltd. 7.      Mr. Rahul Gupta 8.      Mr. Ramesh Gupta 9.      Mr. R. K. Gupta – H.U.F 10. M/s Emperor Travels & Tours Pvt. Ltd.

1.1 M/s Pearl Polymers Ltd. (hereinafter referred to as ‘the target company’) is a public limited company incorporated under the Companies Act, 1956, having its registered office at B-59, Greater Kailash – I, New Delhi – 110048. 1.2 The equity shares of the target company are listed on the National Stock Exchange, The Stock Exchange, Mumbai and the Calcutta Stock Exchange. 1.3 The following are the persons belonging to the promoter group (hereinafter referred to as ‘acquirers’) of the target company: 1. Mrs. Suneeta Seth 2. Mr. Harish Seth 3. Mr. Varun Seth 4. Mr. Ashok Khanna 5. Ms. Ashna Seth 6. M/s Pearl Engineering Polymers Ltd. 7. Mr. Rahul Gupta 8. Mr. Ramesh Gupta 9. Mr. R. K. Gupta – H.U.F 10.M/s Emperor Travels & Tours Pvt. Ltd. The acquirers made an application through the Chairman and Managing Director of the target company vide his letter dated 10.2.2005 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 compliance of Regulation 11 of Chapter III of Takeover Regulations with respect to the proposed acquisition by issue of 26,76,181 equity shares of the target company to the acquirers through preferential allotment. 2.0 SUBMISSIONS IN THE EXEMPTION APPLICATION 2.1 In the application dated 10.2.2005, the acquirers have made the following

with the persons acting in concert with them, hold 60.80% shares in the target company. 2.3 The target company had approached financial institutions and banks for restructuring of its debts. IDBI imposed inter alia a condition precedent to its restructuring approval vide its letter dated 19.8.2004 that the promoters shall have to infuse fresh equity upto Rs.300 Lakhs. Accordingly, the promoters along with their relatives and associates have advanced an amount of Rs.300 Lakhs towards advance against share application to the target company. The shares are proposed to be issued to the promoter group, pursuant to the amount towards share capital being advanced by the acquirers in order to comply with the terms and conditions of the reliefs granted for restructuring of debts approved by IDBI, while granting approval for restructuring of the debts of the target company. 2.4 The Board of Directors of the target company in its meeting held on 18.12.2004 approved the preferential issue of equity shares to the acquirers and the Financial Institutions subject to necessary approvals of shareholders and regulatory authority, if required. The target company had issued the notice of Annual General Meeting (AGM) dated 29.12.2004 to the shareholders for seeking approval of the preferential issue and the resolution of the shareholders, approving the issue of shares on preferential basis was passed in the AGM held on 28.1.2005. The price of Rs.11.21 per equity share for the preferential issue w

Source: SecMarx — sebi:WTMO/08/CFD/09/2005. 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.