sebi:WTMO/203/CFD/02/2006

SEBI · SEBI · 2002-12-09 · Madhukar, Whole Time Member

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Facts / Headnote

Exemption granted; show cause notice dated August 16, 2004 and application dated February 28, 2005 disposed of

Provisions invoked

Regulations

Parties

Holding

The acquirer and PACs were held not required to make a public announcement under Chapter III of the Takeover Regulations in respect of the vesting of voting rights on August 11, 2000 by operation of section 87(2)(b) of the Companies Act, 1956.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In the matter of acquisition of shares of Jayaswal Neco Limited Feb 07, 2006 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

2.4 In view of the above replies by and on behalf of the acquirer that there was no increase in the voting rights pursuant to the conversion of preference shares on March 30, 200 vide another show cause notice no. CFD/DCR/RC/TO/17995/04 dated August 16, 2004 advised the acquirer that the proceeding initiated under the show cause notic February 24, 2004 are not proceeded with further. It was pointed out in this show cause notice that as per information submitted in the letter of acquirers dated April 12, 2 acquirer were holding 11% voting rights in the target company. As a result of vesting of voting rights on August 11, 2000 the voting rights of the acquirer increased from 11% and the voting rights of the promoter group (including the acquirer and PACs) increased from 32.07% to 70% in the target company. As the acquirers had failed to comply provisions of regulation 11(1) read with 14(1) of the Takeover Regulations pursuant to the said increase in voting rights, the acquirer and the PACs were called upon to show why actions should not be initiated against them under 44 and 45 (6) of Takeover Regulations and sections 11, 11B of the SEBI Act, 1992. 2.5 The acquirer vide letter dated August 19, 2004 had inter alia submitted that in view of the automatic vesting of voting rights with the acquirer and PACs by virtue of operation of pr of section 87 (2)(b) of the Companies Act, 1956 there is no willful breach of regulation 11 and regulation 14 of the Takeover Regulations and no pen

all the mitigating facts and circumstances, as mentioned above, I find that this is a fit case for not insisting on the acquirer and PACs to make public announcement in acc with the provisions of Chapter III of the Takeover Regulations. 6.0 Order 6.1   In view of the above findings, I, in exercise of the powers conferred upon me by virtue of Section 19 of the Securities and Exchange Board of India Act, 1992, read with Regula of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, hereby hold that the acquirer and PACs would not be required to make the public announce accordance with the provisions of Chapter III of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 in respect of vesting of voting rights on 11.08.2000 acquirers and PACs in the target company. Accordingly, the show cause notice dated August 16, 2004 and application dated February 28, 2005 are disposed of. MADHUKAR  WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Place: Mumbai Dated: February 7, 2006 30/10/2025, 11:47 about:blank about:blank 3/3

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Source: SecMarx — sebi:WTMO/203/CFD/02/2006. 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.