sebi:WTMO/13/CFD/11/2005

SEBI · SEBI · 2004-08-11 · Madhukar, Whole-Time Member

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Facts / Headnote

Exemption granted

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 10
• Reg. 5
• Reg. 4(2)
• Reg. 3(4)

Holding

Exemption was granted to Deepak Shriram Family Benefit Trust from complying with Chapter III of the Takeover Regulations with regard to making an open offer for the proposed acquisition of 66,69,336 (29.81%) equity shares of Shriram Pistons and Rings Ltd. by way of gift.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In The Matter Of Proposed Acquisition Of Shares Of Shriram Pistons And Rings Ltd Nov 11, 2005 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

1.1 Shriram Pistons and Rings Ltd. (hereinafter referred to as ‘the target company’) is a public limited company incorporated under the Companies Act, 1956, having its office at 3rd Floor, Himalaya House, 23, K.G.Marg, New Delhi - 110001. 1.2 The equity shares of the target company are listed on the Delhi Stock Exchange. 2.0 APPLICATION FOR EXEMPTION 2.1 Deepak Shriram Family Benefit Trust (hereinafter referred to as ‘the acquirer’) submitted an application vide its letter dated 11.8.04 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 Regulations 10, 11 and 12 of the Takeover Regulations with respect to the proposed acquisition of 66,69,336 equity shares, of the target company by way of gift by Shri Deepak C. Shriram and Shri Sanjiv Dass (hereinafter referred to as ‘the transferors’) in their individual capacity to the acquirer. 3.0 SUBMISSIONS IN THE EXEMPTION APPLICATION 3.1 The present paid up equity share capital of the target company is Rs.2,23,74,9120 divided into 2,23,74,912 equity shares of face value of Rs.10 each. The shareholding of the acquirer in the target company is currently nil. 3.2 In respect of the said acquisition of 66,69,336 (29.81%) equity shares of the target company, the acquirer has sought exemption from making an open offer in terms of Takeover Regulations. The exemption is sought in view of the follow

iii. The proposed acquisition is by way of gift of their joint shareholding (29.81%) by the two trustees i.e:- the transferors, who are also promoters of the target company. iv. These two joint shareholders propose to gift their joint shareholding which is 29.81% in their individual capacity to the acquirer. v. Post proposed acquisition, the shareholding of the promoter group would remain at 47.76% as the Trust, which is the acquirer, is also covered in the promoter group category. 4.0 RECOMMENDATION OF THE TAKEOVER PANEL The aforesaid application dated 11.8.04 was forwarded to the Takeover Panel in terms of sub-regulation (4) of regulation 4 of the Takeover Regulations. The Takeover Panel, vide its report dated 7.4.05, has recommended as under – “The proposed acquisition is from two joint shareholders, who are promoters of the target company, who propose to gift these shares to the Acquirers, a family benefit trust consisting of four trustees, two of them being close relatives of the transferors. All beneficiaries of the said family trust are family relatives. In the facts stated, grant of exemption as sought is recommended.” 5.0 FINDINGS 5.1 I have carefully gone through the application dated 11.8.04 and taken into consideration the relevant material available on record and the above mentioned recommendation of the Takeover Panel. 5.2 The acquirer has submitted that the proposed acquisition is not for the purpose of acquiring control and management over the target company a

Source: SecMarx — sebi:WTMO/13/CFD/11/2005. 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.