TaxTMI 
TaxTMI 
2025 (6) TMI 1890
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....Stuti Dhanuka, in their capacity as the trustees of the Saraogi Family Trust and Saraogi Trust respectively (hereinafter collectively referred to as "Acquirer Trusts" or "Proposed Acquirers" or "Applicants"), in respect of the proposed direct acquisitions of shares and voting rights in the Target Company by the Acquirer Trusts. Details of the proposed acquisitions: 3. The Acquirer Trusts vide the Application have submitted the following: (a) The issued, subscribed and paid-up equity share capital of the Target Company is Rs. 20,19,02,371/- divided into 20,19,02,371 equity shares having a face value of Re. 1/- each. The shareholding pattern of the Target Company, as on December 31, 2024 is as under : Shareholding in the Target Company Sr. No Name No. of Shares % shareholding A. Promoter/Promoter Group 1. Mr. Vivek Saraogi 6,21,09,536 30.76 2. Vivek Saraogi HUF 1,47,482 0.07 3. Mrs. Sumedha Saraogi 53,76,618 2.67 4. Ms. Avantika Saraogi 31,87,007 1.58 5. Ms. Stuti Dhanuka - - 6. Udaipur Cotton Mills Co. Ltd. 56,89,433 2.82 7. Meenakshi Mercantiles Ltd 64,84,233 3.21....
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....et Company from Mr. Vivek Saraogi, the promoter of the Target Company. Pursuant to the proposed acquisition of shares and voting rights, the Acquirer Trusts shall directly have control over the Target Company. (e) The direct acquisitions of equity shares and voting rights in the Target Company by the Acquirer Trusts are proposed to take place in the following manner : SR. NO. TRANSFEROR ACQUIRER NO OF SHARES % SHAREHOLDING 1. Mr. Vivek Saraogi Saraogi Family Trust 5,24,48,387 25.98% Saraogi Trust 42,84,531 2.12% TOTAL 5,67,32,918 28.10% (f) Pursuant to the proposed direct acquisitions of shares and voting rights by Acquirer Trusts, the Acquirer Trusts along with other Promoters and members of the Promoter Group shall directly acquire control over the Target Company. (g) There shall be no alteration in total equity share capital of the Target Company as a result of the proposed acquisitions. The shareholding pattern of the Target Company before and after the proposed acquisitions shall be as under: Particulars Shareholding before the proposed acquisitions Propo....
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....f the Target Company. (b) Post the proposed transactions, (i) Saraogi Family Trust would be the legal owner of 5,24,48,387 equity shares amounting to 25.98% of the total equity share capital of the Target Company, and (ii) Saraogi Trust would be the legal owner of 42,84,531 equity shares amounting to 2.12% of the total equity share capital of the Target Company. The Acquirers shall hold the said equity shares of the Target Company for the benefit of the beneficiaries of the Acquirer Trusts. The trustees and the beneficiaries of the Acquirer Trusts are promoters and members of the promoter group of the Target Company or their lineal descendants. Therefore, the current promoters and promoter group would continue to exercise control over the Target Company pursuant to the proposed transactions. (c) The proposed transactions are only in the nature of a transfer of equity shares within the promoters and promoter group of the Target Company, with no change in the overall promoter and promoter group shareholding in the Target Company. Pursuant to the proposed transactions, the promoters and promoter group will continue to hold an aggregate equity share capital of the Tar....
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.... note the following: (a) The Application submitted is in respect of the proposed direct acquisitions of shares and voting rights in the Target Company, i.e., Balrampur Chini Mills Limited. The proposed acquisitions as detailed above, which are to be made by the Acquirer Trusts, will lead to direct acquisition of control of the Target Company by the Acquirer Trusts along with other Promoters and members of the Promoter Group and will attract the provisions of Regulations 3(1) and 4 of the Takeover Regulations, 2011. (b) The proposed acquisitions are in furtherance of an internal reorganization within the Promoter Family and are intended to streamline succession and promote welfare of Promoter Family. The proposed direct acquisitions would be non-commercial transactions which would not affect or prejudice the interests of the public shareholders of the Target Company in any manner. (c) The trustees and the beneficiaries of the Acquirer Trusts are either individual promoters, or their immediate relatives or lineal descendants. (d) There shall be no change in control of the Target Company pursuant to the proposed acquisitions, as stipulated under the....
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....r will not change or get diluted due to transfers to the Acquirer Trusts. (ix) The Acquirer Trusts shall confirm, on an annual basis, that they are in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the Target Company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (x) The Acquirer Trusts shall get their compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. (xi) The proposed acquisitions are in accordance with the provisions of the Companies Act, 2013 and other applicable laws. (xii) The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least 3 years prior to the proposed acquisitions. (xiii) There is no layering in terms of trustees / beneficiaries in case of the Acquirer Trusts. (xiv) The Trust Deeds do not contai....