TaxTMI 
TaxTMI 
TaxTMI 
2025 (7) TMI 490
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.... 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. No. Name of shareholder No. of shares Percentage of Shareholding (%) ....
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....ant 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 Regulations, 2011. (k) The shareholding pattern of the Target Company before and after the proposed acquisition is produced below for reference: Particulars Before the proposed transactions Proposed Transactions After the proposed transactions No. of Shares % of holding No. of Shares % of holding No. of Shares % of holding Promoter and Promoter group Jayant Davar 3,30,56,928 54.92 (26,22,930) (4.36) 3,04,33,998 50.....
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....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 Application submitted by the Acquirers and other material available on record. Without reiterating the facts as stated above, the following is noted: (a) The Application submitted is in respect of the proposed direct and indirect acquisition of shares and voting rights in the Target Company. (b) The proposed acquisition as detailed above, which is to be undertaken by the Acquirers, shall attract the provisions of Regulations 4 and 5(1) of the Takeover Regulations, 2011. (c) The proposed direct and indirect acquisition would not affect or prejudice the interests of the public shareholders of the Target Company in any manner. (d) There shall be no change in control of the Target Company pursuant to the proposed acquisition. (e) T....
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....tificate 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 period of at least 3 years prior to the proposed acquisition. xiii. There is no layering in terms of trustees / beneficiaries in case of the Trust. xiv. The Trust Deed Agreement does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act, 1992 and all regulations framed thereunder. (g) The Target Company shall continue to be in compliance with the Minimum Public Shareholding requirements under the Securities Contracts Regulation Rules, 1957 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 7. Considering the aforementioned, I am of the view that exemption as sought for in the Application may be granted to the Acquirers, subject to certain conditions as ordered herein below. ORDER 8. I, in exercise of the powers conferred upon me under Section 19 rea....