sebi:WTMO/133/CFD/01/2005

SEBI · SEBI · 2004-11-26 · Whole Time Member

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Facts / Headnote

Exemption granted from Regulation 10; no exemption required for Regulation 12

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 10
• Reg. 12
• Reg. 4(2)
• Reg. 3(5)
• Reg. 3(4)
• Reg. 8(2)

Holding

The Whole Time Member granted Ms. Roshni Nadar exemption from Regulation 10 for the proposed indirect acquisition of 6,11,29,604 equity shares (20.62%) of HCL Technologies Ltd. via gift of the entire holdings of Dr S N Balakrishnan in M/s Vama Sundari Investments Pvt. Ltd., and held Regulation 12 was not attracted so no exemption therefrom was required.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ Order in respect of acquistion of shares of HCL Technologies Ltd

1.0 BACKGROUND 1.1 HCL Technologies Ltd. (hereinafter referred to as ‘the target company’) having its registered office at 806 Siddharth, 96 Nehru Place, New Delhi 110 019, is a company registered under the Companies Act, 1956. The shares of the target company are listed on the National Stock Exchange and the Stock Exchange Mumbai. 2.0 APPLICATION FOR EXEMPTION 2.1 Ms. Roshni Nadar, the daughter of Shri Shiv Nadar, one of the promoters of the target company (hereinafter referred to as ‘the acquirer’) filed an application dated November 26, 2004 through Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates & Solicitors, under regulation 4(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘the Takeovers Regulations’), with Securities and Exchange Board of India (hereinafter referred to as SEBI). The said application is filed seeking exemption from the applicability of Regulations 10 and 12 of the Takeovers Regulations for the proposed indirect acquisition of 6,11,29,604 equity shares (20.62%), of the target company by way of a gift by her uncle, Dr. S N Balakrishnan. 3.0

c) M/s Vama Sundari Investment Pvt. Ltd. holds 100% of the shares of IT Con Investment Private Limited, Mauritius which in turn holds 100% of the shares of HCL Holdings Private Limited (previously known as Wintech Investment Private Limited). d) HCL Holdings Private Limited presently holds 20.62% of the equity shares of the target company. HCL Holdings Private Limited has been a shareholder for the last six years. e) the acquirer at present is holding 87 shares of the target company. f) Dr. S N Balakrishnan is desirous of transferring the entire shares of M/s Vama Sundari Investment Pvt. Ltd. to the acquirer as a gift on her attaining majority. As a result the 20.62% shareholding of HCL Holdings Pvt. Ltd. in the target company is proposed to be indirectly transferred to the acquirer. g) there would be no change in management or control of the target company by virtue of the transfer since the shares would continue to be held by persons acting in concert with the promoter. h) the only consequence of the transfer would be that shares of the target company which were hitherto indirectly held by the brother of the promoter, would be held by the daughter of the promoter and consequently, HCL Holdings Private Limited would continue to be deemed as a person acting in concert with the promoter for the purpose of Regulation 8(2) of the provisions of the Takeovers Regulations and the total shareholding of the promoter group would continue to be 75.77%. i) the primary purpose of the tra

Source: SecMarx — sebi:WTMO/133/CFD/01/2005. 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.