sebi:WTMO/49/CFD/1/04

SEBI · SEBI · 2001-10-08 · A.K. Batra, Whole Time Member

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Facts / Headnote

Exemption granted to the acquirers from complying with Chapter III of the Takeover Regulations with regard to the proposed acquisition of shares and voting rights of the target companies (Greaves Ltd., English Indian Clays Ltd., Deoria Sugar Mills Ltd., Shree Sitaram Sugar Co. Ltd., and New Savan Sugar & Gur Refining Co. Ltd.), subject to completion within three months and filing of a report under Regulation 3(4) read with Regulation 3(5).

Provisions invoked

• s. 19

Regulations

• Reg. 4
• Reg. 3(4)
• Reg. 3(5)

Holding

SEBI granted exemption to the acquirers from complying with Chapter III of the Takeover Regulations for the proposed acquisition of shares and voting rights of the target companies, as the transfers were a logical step in implementing the Family Settlement Agreement (FSA) in line with SEBI's earlier orders dated October 8, 2001 and January 22, 2002.

Full text

January 17, 2001 and November 26, 2001 with SEBI seeking exemption under the provisions of the said regulations for acquiring voting rights of the target companies as per a Family Settlement Agreement (herein after referred to as FSA). In respect of the said applications, SEBI vide orders dated October 08, 2001 and January 22, 2002, granted exemption for transfer of voting rights of the target companies in favour of the Shri Brijmohan Thapar and his sons. The orders further stated that the shares of the target companies shall ultimately be transferred in favour of persons acting in concert which are directly or indirectly owned/controlled by the Thapar Brothers (in this case Shri Brijmohan Thapar) and the same shall be done in accordance with the provisions of the then prevailing Takeover Code.

SHARES OF ENGLISH INDIAN CLAYS LTD. SHARES OF DEORIA SUGAR MILLS LTD. Solaris Chem Tech Ltd. 5739736 12.86 Solaris Holdings Ltd. 100000 0.22 DBH International Pvt. Ltd. 3893158 8.72 Karun Carpets Pvt. Ltd. 1946579 4.36 Total 11679473 26.16 Transferor No. of Shares % to current capital Janpath Investments & Holdings Limited 10,61,100 23.75 Chohal Investments & Holding Ltd. 1,95,050 4.36 Poly Investments & Holdings Ltd. 1,95,050 4.36 BILT Paper Holdings Ltd. 4,562 0.10 Crompton Greaves Ltd. 1,20,000 2.69 Total 15,75,762 35.26 Acquirer No. of Shares % to current capital DBH International Pvt. Ltd. 494000 11.06 Karun Carpets Pvt. Ltd. 1081762 24.20 Total 15,75,762 35.26 Transferor No. of Shares % to current capital Karam Chand Thapar & Bros. (CS) Ltd. 1000 0.25 Janpath Investments & Holding Ltd. 9500 2.38 Punjab Business Supply Co. Ltd. 11600 2.91 Indian City Properties 9500 2.38 Ratendon Investments & Holdings Ltd. 9500 2.38 Total 41100 10.30 Acquirer No. of Shares % to current capital DBH International Pvt. Ltd. 20000 5.01 Page 3 of 6 SECURITIES AND EXCHANGE BOARD OF INDIA 1/23/2004 http://connect.sebi.gov.in/attach/Greaves%20Ltd,English%20Clays,Shree%20Sitaram,Deori...

SHARES OF SHREE SITARAM SUGAR CO. LTD. SHARES OF NEW SAVAN SUGAR & GUR REFINING CO. LTD. Further the application also included proposed transfer of voting rights in respect of 13,70,027equity shares of English Indian Clays Ltd, 3,03,400 equity shares of Deoria Sugar Mills Ltd, 5,03,200 equity shares of Shree Sitaram Sugar Co. Ltd and 4,94,700 equity shares of Karun Carpets Pvt. Ltd. 21100 5.29 Total 41100 10.30 Transferor No. of Shares % to current capital Punjab Business Supply Co. Ltd. 2500 0.37 JCT Ltd. 12500 1.89 Indian City Properties 4090 0.61 Janpath Investments & Holdings Ltd. 15200 2.30 Ratendon Investments & Holdings Ltd. 15200 2.30 Total 49,490 7.47 Acquirer No. of Shares % to current capital DBH International Pvt. Ltd. 15200 2.30 Karun Carpets Pvt. Ltd. 34290 5.17 Total 49,490 7.47 Transferor No. of Shares % to current capital Janpath Investments & Holdings Ltd. 6934 1.16 JCT Ltd. 2500 0.42 Indian City Properties 5800 0.97 Total 15,234 2.55 Acquirer No. of Shares % to current capital DBH International Pvt. Ltd. 6934 1.16 Karun Carpets Pvt. Ltd. 8300 1.39 Total 15,234 2.55 Page 4 of 6 SECURITIES AND EXCHANGE BOARD OF INDIA 1/23/2004 http://connect.sebi.gov.in/attach/Greaves%20Ltd,English%20Clays,Shree%20Sitaram,Deori...

Source: SecMarx — sebi:WTMO/49/CFD/1/04. 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.