TaxTMI 
TaxTMI 
2025 (7) TMI 490
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....t Davar, in his capacity as the trustee of the Hazelnut Family Trust ("Acquirer Trust 1") and Cream & Cookies Family Trust ("Acquirer Trust 2") (hereinafter collectively referred to as "Applicants/Proposed Acquirers/ Acquirers/ Acquirer Trusts"), in respect of the proposed transfer of shares and voting rights to the Acquirer Trusts: (i) Directly, in the Target Company; (ii) Indirectly, in the Target Company, through transfer of shares in Sanjeevni Impex Private Limited ("SIPL"), YSG Estates Private Limited ("YEPL"), Jubin Finance And Investment Ltd ("JFIL") and Sandhar Estates Private Limited ("SEPL"), which are shareholders of the Target Company and are part of the Promoter Group of the Target Company. 3. The Acquirers vide the Application have, inter alia, submitted the following: (a) The issued, subscribed and paid-up Equity Share Capital of the Target Company is Rs. 60,19,07,080/- divided into 6,01,90,708 equity shares of Rs. 10/- each. The Target Company has a promoter and promoter group shareholding of 70.38% and public shareholding of 29.62%. (b) The shareholding pattern of the Target Company, as on January 10, 2025, is as follows: S....
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.... Trust Deed dated April 25, 2024 and governed by the provisions of the Indian Trusts Act, 1882, are as follows: Status Particulars Relationship with Settlor Settlor Jayant Davar Self Trustees Jayant Davar Self Monica Davar Wife of Jayant Davar Beneficiaries Monica Davar Wife of Jayant Davar Neel Jay Davar Son of Jayant Davar and Monica Davar Lineal descendants of Jayant Davar (f) As on the date of Application, the Acquirer Trusts do not hold any shares of the Target Company. (g) Monica Davar intends to transfer 26,22,930 equity shares (4.36% shareholding) of the Target Company to Acquirer Trust 1 by way of gift. (h) Jayant Davar intends to transfer 26,22,930 equity shares (4.36% shareholding) of the Target Company to Acquirer Trust 2 by way of gift. (i) Monica Davar and Jayant Davar also propose to transfer their entire shareholding in SIPL, YEPL, SEPL and JFIL to the Acquirer Trusts by way of gift. (j) The Acquirers have sought an exemption from making an open offer under Regulation 3(2) and Regulation 5 read with Regulation 4 of the Takeover Regulati....
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.... I proceed with my consideration, I find it appropriate to quote the relevant provisions of Takeover Regulations, 2011, which state as under: Acquisition of control. 4. Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. Indirect acquisition of shares or control. 5. (1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company. 6. I have considered the Applicatio....
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....shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries. viii. The liabilities and obligations of individual transferors under the SEBI Act, 1992 and the regulations framed thereunder will not change or get diluted due to transfers to the Trust. ix. The Trust 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 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 Trust 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 acquisition is 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 ....