sebi:WTMO/M/CFD/171/06/JAN

SEBI · SEBI · 2005-05-11 · Madhukar, Whole Time Member

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Facts / Headnote

Exemption granted from public announcement and draft letter of offer requirements, subject to conditions

Provisions invoked

• s. 19
• s. 192A

Regulations

• Reg. 4
• Reg. 6
• Reg. 3
• Reg. 10
• Reg. 12
• Reg. 14
• Reg. 18
• Reg. 20(4)
• Reg. 20(5)
• Reg. 21(2)

Holding

SEBI granted exemption to the acquirers from the requirement of making a public announcement under regulation 10 read with regulations 14, 15 and 16 and from submission of draft letter of offer under regulation 18 of the Takeover Regulations, in respect of the proposed acquisition of 74.85% shares of Kharikatia Tea and Industries Limited, subject to conditions including individual offer letters to public shareholders and maintenance of minimum public shareholding.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ In the matter of Proposed Acquisition of shares of Kharikatia Tea and Industries Limited Jan 31, 2006 | Orders : Orders of Chairman/Members SECURITIES AND EXCHANGE BOARD OF INDIA

1.1 Kharikatia Tea and Industries Limited (hereinafter referred to as ‘the target company’) is a public limited company incorporated under the Companies Act, 1956 and having its registered office at 11/1, Sarat Bose Road, Kolkata – 700

iii). The shareholders of the target company had passed a special resolution in a general meeting of target company held on November 17, 2004, approving transfer of control and management of the target company from the existing persons to the acquirers. On November 18, 2004, similar resolution was passed by the shareholders through postal ballot in terms of the provisions of section 192A of the Companies Act, 1956, approving the transfer of control and management of the target company to the acquirers. In this regard, the resolution was dispatched to all members of the target company by way of post under certificate of posting for voting through postal ballot. However, only six members who belonged to the promoter group in the company controlling above 98% of the voting powers in the target company exercised their voting rights and the special resolution was passed accordingly. Thus, the change in control has taken place in compliance of the proviso to regulation 12 of the Takeover Regulations. iv). The shares of the target company are infrequently traded on he Calcutta Stock Exchange Ltd. A certificate from Calcutta Stock Exchange in this regard has also been enclosed alongwith the application. v). The book value per equity share is Rs. 17.78/- as on March 31, 2004. A certificate issued by an Auditor in this regard has also been enclosed. vi). The acquires agree to pay the negotiated price i.e. Rs. 27/- to the public shareholders also. vii).The public shareholding in the tar

Source: SecMarx — sebi:WTMO/M/CFD/171/06/JAN. 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.