sebi:WTMO/37/CFD/08/2006

SEBI · SEBI · 2005-11-14 · T. C. Nair, Whole Time Member

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Facts / Headnote

Exemption granted from Regulation 10

Provisions invoked

• s. 19
• s. 122

Regulations

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

Holding

The acquirer, Mr. Natalino Duo, is granted exemption from complying with Regulation 10 for the proposed acquisition of 13,39,358 equity shares of Indiacom Ltd. from Ms. Bindu Sood by way of gift, subject to filing a report with SEBI within 21 days under Regulation 3(4) read with 3(5).

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In the matter Of Proposed Acquisition of Equity Shares Of Indiacom Ltd. Aug 14, 2006 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

1.1 M/s Indiacom Ltd. (hereinafter referred to as ‘the target company’) is a company limited by shares incorporated under the Companies Act, 1956, having its registered office at Hermes Heritage – Phase I (Commercial), Shastrinagar, Pune Nagar Road, Pune – 411 006. The equity shares of the target company are listed on OTC Exchange of India. 1.2 Mr. Natalino Duo (hereinafter referred to as ‘the acquirer’) is the Chairman and Director of the target company and belongs to its promoter group. 2.0 APPLICATION SEEKING EXEMPTION 2.1 Vide letter dated November 14, 2005, the acquirer filed an application with the Securities and Exchange Board of India (SEBI) under regulation 4(2) read with regulation 3(1) (l) 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 of the Takeover Regulations with respect to the proposed acquisition of 13,39,358 equity shares of the target company from one Ms. Bindu Sood by way of revocable gift. 3.0 SUBMISSIONS MADE IN THE APPLICATION 3.1 In the aforesaid application, the acquirer has inter alia made the following

c) Pursuant to a revocable gift deed dated December 04, 2004, the acquirer transferred 13, 39,358 (35.26%) equity shares held by him in the target company to Ms. Bindu Sood by way of gift on 08.12.2004. Prior to the said gift, Ms. Bindu Sood was holding 1, 48,600 (3.91%) equity shares in the target company. After the said gift the shareholding of the acquirer became nil and the shareholding of Ms. Bindu Sood increased to 14,87,958/- equity shares (39.17%) in the target company. d) The gift was without consideration in accordance with section 122 of the Transfer of Property Act, 1882. The acquirer, on his own accord, in order to provide a reasonable income to Ms. Bindu Sood with whom he had marriage plans, transferred his shareholding in the target company to Ms. Bindu Sood by way of the said gift. e) The acquirer and Ms. Bindu Sood were part of the promoter group of the target company and the said acquisition by way of gift was exempted under regulation 3 (1) (e) (iii) (b) of the Takeover Regulations and in respect of the said acquisition the report required under regulation 3 (4) of the Takeover Regulations was filed with SEBI on 28.12.2005. f) This gift was to enable Ms. Bindu Sood to enjoy the dividend received on the said 13, 39,358 equity shares of the target company. Ms. Bindu Sood has not received any dividend from the company. The objective of the above mentioned gift did not materialize and the said gift has not bestowed any benefit upon Ms. Bindu Sood. g) Ms. Bindu

Source: SecMarx — sebi:WTMO/37/CFD/08/2006. 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.