Takeover Panoramanovdec2014 150106001449 Conversion Gate01 PDF

Takeover Panorama
A Monthly Newsletter by Corporate Professionals

Year VIII-Vol X
November - December
Edition
Insight
Legal Update
SAT order in the matter ofM/s. BTL Holding Company Limited

SAT order in the matter ofM/s. GulabImpex Enterprises Limited
SAT order in the matter of Mr. AshleshGunvantbhai Shah
SAT order in the matter of Mr. VirendraKumar Jayantilal Patel
Consent order in the matter of M/s. Delta Industrial Resources Limited
Consent order in the matter of M/s. Abhijit Trading Company Limited
Consent order in the matter of M/s. Gavis Pharma LLC
Consent order in the matter of M/s. Sabero Organics Gujarat Limited
Consent order in the matter of M/s. Archana Software Limited
Consent order in the matter of M/s. Advik Laboratories Limited
Consent order in the matter of M/s. Shree Manufacturing Company Limited
Consent order in the matter of M/s. Automobiles Products of India Limited
Consent Order in the matter of M/s.Mahesh Agricultural Implement and Steel
Forgings Limited
Consent order in the matter of M/s. AAR KAY Steel Products Limited
Consent order in the matter of M/s. Artech Power Products Limited
Consent order in the matter of M/s. Tak Machinery and Leasing Limited
Adjudicating Officer/WTM Orders
Latest Open Offers
17
Regular Section
21
Market Update
23
Our Team
24
LEGAL
UPDATES
SAT order in the matter of M/s. Gulab Impex Enterprises Limited
Facts:The present appeal is filed by M/s.GulabImpex
Enterprises Limited (Appellant) against the initiation
of Adjudication proceeding by SEBI and imposed a
penalty of Rs. 9,00,000 for violation of Regulation
8(3) of SEBI (SAST) Regulations, 1997 instead of
favorably considering the consent application for an
amicable resolution of the issue.
since the Appellant himself on

becoming aware of the technical
violation in question approach
SEBI,
therefore
reduced
the
penalty imposed to 5 lac on

fulfilling the condition prescribed
by SAT.
Brief facts of the case:
The Honble Tribunal held that
GulabImpex Enterprises Limited (Appellant) is a company incorporated under

Companies Act, 1956 and the shares of the Company are listed at Delhi Stock Exchange
Limited and UP Stock Exchange Limited.
Appellant had failed to file the disclosures as required under Regulation 8(3) of SEBI
(SAST) Regulations, 1997 for the year 1998 to 2011. Accordingly SEBI imposed the
penalty of 9,00,000 for the aforesaid violations on the Appellant. Being aggrieved by the
direction of SEBI, the appellant has filed the appeal before Honble Tribunal and
contended the following:
The two stock exchanges, where the shares of the companyare listed, namely,
Delhi Stock Exchange and UP Stock Exchange, are nonfunctionaland no trading is
being carried on by the investors or shareholders in the scrip of theappellant
company since last many years.
They had been disclosing regularly the shareholdings under Regulation 8(3) of
SEBI (SAST) Regulations, 1997. However, in respect of 2001 there was an
inadvertent noncompliance. It was revealed to them by the company secretary and
they tookimmediate steps to approach SEBI by disclosing the violation. SEBI
instead offavorably considering the consent application for an amicable resolution
of the issue, conducted adjudication proceedings and passed the impugned order
in question.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision:After taking into considerations all the facts and circumstances of the case, the
Honble Tribunal (SAT) observed that the appellant on his own approached SEBI on
becoming aware of the technical violation in question and asked for consent proceedings
which, somehow, could not materialize. SAT further observed that the conduct of appellant
in approaching SEBI on its own and thereby bringing the violation in question to the notice of
SEBI.
As against the above order passed by SEBI, after considering all mitigating factors, SAT
held that ends of justice would be met with by disposing of this appeal and directed
Appellant to make disclosure as per Regulation 8(3) of SEBI (SAST) Regulation, 1997 on or
before November 17, 2014 and after the required disclosure is made by the Appellant, the
penalty of Rs. 9 lacs imposed on the appellant shall stand modified to Rs. 5 lacs. In case the
appellant does not make appropriate disclosure by November 17, 2014, the original penalty
against the company shall revive.
SAT order in the matter of Mr. Ashlesh Gunvantbhai Shah

Facts:
The present appeal is filed by Mr. AshleshGunvantbhai Shah (hereinafter referred to as
Appellant) against the order passed by SEBI (hereinafter referred to as Respondent)
imposing a penalty of Rs. 5,00,000/- on the appellant for the violation of Regulation 29(2) of
SEBI (SAST) Regulations, 2011 and Regulation 13(3) of SEBI (PIT) Regulations,1992.
The Honble Tribunal held that the
sale of shares in question were
On May 02, 2013, Appellant had disposed off
reported on BSEs website in bulk
74,547 shares representing 6.2% of the total
deal data and disclosures under
Investments
Limited
the Listing Agreement to BSE,
to
Target
does not absolve the appellant
Company).However no disclosures has been filed
from making disclosures under
to the Stock Exchange as required under Regulation
SEBI (SAST) Regulations, 2011
shareholding
(hereinafter
29(2)
of
of
Parichay
referred
SEBI
(SAST)
as
Regulations,
2011
and SEBI (PIT) regulations, 1992.
andRegulations 13(3) of SEBI (PIT) Regulations,

1992. Accordingly SEBI imposed the penalty of 5,00,000 for the aforesaid violations on the
Appellant. Being aggrieved by the direction of SEBI, the appellant has filed the appeal before
Honble Tribunal and contended the following:
Sale of shares effected by the appellant on May 2, 2013 werereported on Bombay Stock
Exchange (BSE)s website in the bulkdeal data and therefore failure on part of the
appellant to makedisclosures being technical violation, penalty of Rs.5 lac oughtnot to

have been imposed upon appellant.
Target Company had also made shareholding patternrelated disclosures under the
Listing Agreement to BSE which was also publicly available on BSE website.
Appellant being a lay investor was not aware of the obligationto make disclosures.
No loss, harm or injury was caused to any investor on accountof nondisclosure on part
of appellant.
Immediately on receipt of showcause notice,appellant made disclosures on 26th

February, 2014. Therefore,delay in making disclosures being unintentional, technical and
inadvertent.
Issues: Whether the penalty of Rs.5 lacs imposed on the appellant for violation of
Regulation 29(2) of SEBI (SAST) Regulations, 2011 and violation of Regulation 13(3) of
SEBI (PIT) Regulations, 1992 is justified?
Decision:After considering the facts and circumstances of the case,The Honble Tribunal
observed that the sale of shares in question were reported on BSEs website in bulk deal
data, does not absolve the appellant from making disclosures under the respective
regulations. Similarly, fact that the company had made disclosures under the Listing
Agreement to BSE would also not absolve the appellant from making disclosures under the
respective regulations. Therefore, the appeal is, accordingly, dismissed.
SAT order in the matter of Mr. VirendrakumarJayantilal Patel

Facts:
The present appeal is filed by Mr. VirendrakumarJayantilal Patel (hereinafter referred to as
Appellant) against the order passed by SEBI (hereinafter referred to as Respondent)
imposing a penalty of Rs. 5,00,000/- on the appellant for the violation of Regulation 29(2) of
SEBI (SAST) Regulations, 2011 and Regulation 13(3) of SEBI (PIT) Regulations,1992.
On May 02, 2013, Appellant had disposed off 64,770 shares representing 5.4% of the
total shareholding of Parichay Investments Limited (hereinafter referred to as Target
Company). However no disclosures has been filed to the Stock Exchange as required
under Regulation 29(2) of SEBI (SAST) Regulations, 2011 andRegulations 13(3) of SEBI
(PIT) Regulations, 1992
Accordingly SEBI imposed the penalty of 5,00,000 for the
aforesaid violations on the Appellant. Being aggrieved by the direction of SEBI, the
appellant has filed the appeal before Honble Tribunal and contended the following:
Sale of shares effected by the appellant on May

2,
2013
werereported
Bombay
Stock
The Honble Tribunal held that the

sale of shares in question were
Exchange (BSE)s website in the bulkdeal data
reported on BSEs website in bulk
and therefore failure on part of the appellant to
deal data and disclosures under
makedisclosures
on
being
technical
violation,
the Listing Agreement to BSE,
penalty of Rs.5 lac oughtnot to have been
does not absolve the appellant
imposed upon appellant.
from making disclosures under
Target Company had also made shareholding
patternrelated disclosures under the Listing
and SEBI (PIT) regulations, 1992.
Agreement to BSE which was also publicly

available on BSE website.
Appellant being a lay investor was not aware of the obligation to make disclosures.
No loss, harm or injury was caused to any investor on accountof nondisclosure on part
of appellant.
Moreover, learned counsel of Appellant contended that Appellant is a blind person, so

AO ought to have taken a lenient view and ought not have imposed penalty of Rs. 5 lacs.
Immediately on receipt of showcause notice,appellant made disclosures on 26th

February, 2014. Therefore,delay in making disclosures being unintentional, technical
andinadvertent.
Issues:Whether the penalty of Rs.5 lacs imposed on the appellant for violation of Regulation
29(2) of SEBI (SAST) Regulations, 2011 and violation of Regulation 13(1) of SEBI(PIT)
Regulations, 1992 is justified?
Decision:After considering the facts and circumstances of the case, The Honble Tribunal
observed that the sale of shares in question were reported on BSEs website in bulk deal
data, does not absolve the appellant from making disclosures under the respective
regulations. Though, as per the contentions that AO ought to have taken a lenient view as
the Appellant is a blind person is unjustified because though being a blind person, Appellant
was dealing in shares of various companies and his investments in the shares of Target
Company was about Rs. 50 lacs. Similarly, fact that the company had made disclosures
under the Listing Agreement to BSE would also not absolve the appellant from making
disclosures under the respective regulations. Therefore, the appeal is, accordingly,
dismissed.
SAT order in the matter of M/s. BTL Holding Company Limited

Facts:The present appeal is filed by M/s. BTL Holding
Company Limited (Appellant) against the order passed
by SEBI imposing a penalty of Rs. 20,00,000 on the
Appellant for the violation of Regulation 29(2) of SEBI
(SAST) Regulations, 2011 and Regulation 13(3), 13(4A),
13(5) and 13(6) of SEBI (PIT) Regulations, 1992.
The Honble Tribunal held

that once the Appellant has
accepted
its
obligation
to
make disclosure and has in

fact,
made
disclosures
belatedly it is not open to the

appellant being the merged
entity to deny obligation to

1. On March 16, 2012 pursuant to High Court order, 22
discharge any liability.
promoters/ promoters group of SRS Limited merged

with BTL Industries Limited which resulted in 5,59,18,350 (40.14%) shares of SRS
Limited, held by 20 out of 22 promoter/promoter group stood vested in BTL industries
Limited (Name changed to SRS Holding Limited w.e.f. April 19, 2013).
2. Thereafter on July 18, 2013, SRS Holding India Limited merged with BTL Investments
and Securities Limited (Name changed to BTL Holding Company Limited w.e.f.
September 30, 2013) resulted in 5,59,18,350 (14.77%) shares of SRS Limited held by 20
out of 22 promoter/promoter group entities were transferred to BTL Industries Limited.
3. Thus, the total shareholding of BTL Industries in SRS Limited after the merger became
7,64,85,905 shares (2,05,67,555+5,59,18,350) which constituted 54.91% of the total
shares issued by SRS Limited.
4. Therefore 19 entities which held shares in excess of 25,000 sharesof SRS Limited were
required to make disclosures under regulation 13(4A) read with regulation 13(6) of SEBI
(PIT) Regulations, 1992 and some of the entities were also required to make disclosures
under regulation 29(2) of SEBI (SAST) Regulations, 2011. Similarly, on transfer of shares
of SRS Limited, BTL Industries Limited was required to make disclosures under
Regulation 13(3) read with Regulation 13(5), Regulation 13(4A) read with Regulation
13(6) of SEBI (PIT) Regulations, 1992 and Regulation 29(2) of the SEBI (SAST)
Regulations, 2011. Further From the records it is seen that BTL Industries Limited made
disclosures belatedly under Regulation 13(4A) of SEBI (PIT) Regulations, 1992 and
under regulation 29(2) of SEBI (SAST) Regulations, 2011. However, no disclosures were
made under regulation 13(3) of SEBI (PIT) Regulations, 1992.
5. Accordingly SEBI imposed the penalty of 20,00,000 for the aforesaid violations on the
Appellant. Being aggrieved by the direction of SEBI, the appellant has filed the appeal
before Honble Tribunal and contended the following:
i. In the absence of any show cause notice issued to the appellant, liability arising
from the show cause notices issued to the 20 entities could not be fastened upon
the appellant merely because the appellant represented those entities before the
Adjudicating Officer.
ii. 19 promoter/promoter group entities were not required to make disclosures under
the PIT Regulations, because on September 7, 2012/September 21, 2012 when
shares of SRS Limited were transferred, all the 19 entities stood dissolved, on
account of the effective date of merger being prior to the date of transfer of shares.
Similarly, effective date of merger of SRS Holding India Limited with BTL
Investments and Securities Limited is September 18, 2013, whereas show cause
notice is issued to SRS Holding Limited on January 3, 2014 i.e., after SRS Holding
India Limited stood dissolved on account of merger. Therefore, proceedings initiated
against a dissolved entity being bad in law, the impugned order is liable to be
quashed and set aside.
iii. Pursuant to the order passed by the Delhi High Court On July 18, 2013 approving
merger of SRS Holding India Limited with BTL Investments and Securities Limited,
only proceedings pending by or against SRS Holding India Limited as on the
effective date could be continued by or against BTL Investments and Securities
Limited/appellant. In the present case, the show cause notice is issued after the
effective date and therefore, the proceedings are vitiated.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision:SAT observed that by operation of the first order passed by Delhi High Court on
March 16, 2012 rights and obligations of 19 promoter/promoter group entities were liable to
be discharged by SRS Holding India Limited and pursuant to the second order of Delhi High
Court dated July 18, 2013 rights and obligations of SRS Holding India Limited were liable to
be discharged by BTL Investments and Securities Limited and only due to change of name
by the appellant, the appellant cannot escape liability to discharge the penalty imposed on
19 promoter/promoter group entities and SRS Holding India Limited. Further If the shares of
SRS Limited held by 19 merged entities could be transferred after the effective date of
merger, there is no reason as to why disclosure obligations arising on account of transfer of
shares of SRS Limited held by 19 merged entities could not be discharged by SRS Holding
India Limited. Further, Once SRS Holding India Limited has accepted its obligation to make
disclosure and has in fact, made disclosures belatedly it is not open to the appellant being
the merged entity of SRS Holding India Limited to deny obligation to discharge the penal
liability imposed on SRS Holding India Limited for the delayed disclosures. Therefore, The
appeal is, accordingly, dismissed.
Consent order in the matter of M/s. Delta Industrial Resources Ltd

M/s Delta Industrial Resources Limited (Applicant) has voluntarily filed the consent
application in respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI
(SAST) Regulation, 1997 for the years 1998 to 2011. It was noted that since considerable
time has passed since SEBI (SAST) Regulation, 1997 came into force, therefore for the
purpose of formulating the settlement amount non-compliances of Regulation 6(2) and 6(4)
of SEBI (SAST) Regulations, 1997 cannot be considered.
Accordingly, The applicant proposed to settle the above non-compliances of 8(3) on the
payment of Rs. 6,45,000 towards settlement charges. The terms as proposed by the
applicant were placed before High Power Advisory Committee (HPAC) and on the
recommendation of HPAC, SEBI settle the above non compliances.
Consent order in the matter of M/s. Abhijit Trading Company Ltd

M/s. Abhijit Trading Co Ltd. (Applicant) has voluntarily filed the consent application in
respect of delayed compliance of Regulation 6(2), 6(4) and 8(3) of SEBI (SAST) Regulation,
1997 for the years 1998 to 2011. It was noted that since considerable time has passed since
SEBI (SAST) Regulation, 1997 came into force, therefore for the purpose of formulating the
settlement amount non-compliances of Regulation 6(2) and 6(4) of SEBI (SAST)
Regulations, 1997 cannot be considered.
Accordingly, The applicant proposed to settle the above non-compliances of 8(3) on the
payment of Rs. 6,41,250towards settlement charges. The terms as proposed by the
applicant were placed before High Power Advisory Committee (HPAC) and on the
recommendation of HPAC, SEBI settle the above non compliances.
Consent order in the matter of M/s.Gavis Pharma LLC

SEBI had initiated adjudication proceedings against M/s GAVIS Pharma LLC., USA
(Applicant) for the alleged violation of the provisions of 74(3) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009) read with Regulation 22(1) of SEBI (SAST)
Regulations, 2011 during the year 2013 as observed from the offer documents filed with
SEBI by MGAVIS Pharma LLC. (Acquirer) to acquire upto 26,06,303 shares of face value
of Rs. 10/- each representing 26% of the share capital of M/s. Wintac Limited (Target
Company).
Pending the adjudicating proceedings, the Applicant has filed the consent application for the
settlement of above violations and proposed to pay a sum of Rs. 2,00,000 towards
settlement charges. The terms as proposed by the Applicant were placed before High
Powered Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the
above non compliances and disposes of said proceedings against the Applicant.
Consent order in the matter of M/s. Sabero Organics Gujarat Limited

SEBI had initiated adjudication proceedings against M/s Sabero Organics Gujarat Limited
(Applicant/SOGL) for the alleged violation of the provisions of Regulation 8(3) and
Regulation 7(3) of the SEBI (SAST), 1997 as observed from the offer documents filed with
SEBI by M/s. Coromandel International Limited (Acquirer) to acquire upto 1,05,00,000
shares of face value of Rs. 10/- each representing 31% of the share capital of SOGL.
settlement of above violations and proposed to pay a sum of Rs 12,36,750 towards
Consent order in the matter of M/s. Archana Software Limited

SEBI had initiated adjudication proceedings against M/s Archana Software Limited
(Applicant) for the alleged violation of the provisions of Regulation 8(3) of the SEBI (SAST),
1997 by 2292 days, 1927 days, 1562 days, 1196 days, 831 days, 466 days, 1018 days, 652
days, 287 days, 292 days for the years 2001 to 2010 and had not complied for year 2011.
settlement of above violations and proposed to pay a sum of Rs 5,22,750 towards settlement
charges. The terms as proposed by the Applicant were placed before High Powered
Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above
non compliances and disposes of said proceedings against the Applicant.
Consent order in the matter of M/s. Advik Laboratories Limited

SEBI had initiated adjudication proceedings against V. K. Jain (HUF) (Applicant 1) and
Divya Jain (Applicant 2) who are part of promoter group of M/s Advik Laboratories Limited
(Target Company/ALL) for the alleged violation of the provisions of Regulation 29(2) and
10
Regulation 29(3) of the SEBI (SAST), 2011for the year 2011 and also for violation of
Regulation 13(4A) read with Regulation 13(5) of SEBI (PIT) Regulations, 1992 as observed
from the draft letter of offer filed with SEBI by M/s. Omkam Pharmaceuticals Limited
(Acquirer) to acquire upto24,31,884equity shares of face value of Rs. 10/- each
representing 26% of the paid-up equity share capital of ALL.
Pending the adjudicating proceedings, the Applicant 1 and Applicant 2 has filed the consent
application for the settlement of above violations and proposed to pay a sum of Rs
2,47,190.65 and Rs. 2,61,731.25 towards settlement charges. The terms as proposed by the
Applicant were placed before High Powered Advisory Committee (HPAC) and on the
recommendation of HPAC, SEBI settle the above non compliances and disposes of said
proceedings against the Applicant.
Consent order in the matter of M/s. Shree Manufacturing Company

Limited
SEBI had initiated adjudication proceedings against M/s Shree Manufacturing Company
Limited (Applicant/SMCL) for the alleged violation of the provisions of Regulation 8(3) of
the SEBI (SAST), 1997 as observed from the offer documents filed with SEBI by M/s. Edge
Consultancy Services LLP (Acquirer) to acquire upto 14,81,902 shares of face value of Rs.
10/- each representing 26% of the share capital of SMCL.
settlement of above violations and proposed to pay a sum of Rs. 5,10,000 towards
Consent order in the matter of M/s. Automobile Products of India Ltd

SEBI had initiated adjudication proceedings against M/s Automobile Products of India
Limited (Applicant) for the alleged violation of the provisions of Regulation 8(3) of the SEBI
(SAST), 1997 by 4708 days, 4343 days, 3977 days, 3612 days, 3247 days, 2882 days, 2516
days, 2151 days, 1786 days, 1421 days, 1055 days, 690 days and 325 days for the year
1998 to 2010.
11
settlement of above violations and proposed to pay a sum of Rs 6,63,000 towards settlement
charges. The terms as proposed by the Applicant were placed before High Powered
Advisory Committee (HPAC) and on the recommendation of HPAC, SEBI settle the above
non compliances and disposes of said proceedings against the Applicant.
Consent order in the matter of M/s. Mahesh Agricultural Implement

and Steel Forgings Limited
SEBI had initiated adjudication proceedings against M/s. Mahesh Agricultural Implement and
Steel Forgings Ltd (hereinafter referred to as Applicant) and alleged that the applicant had
delayed in complying with Regulation 8(3) of SEBI (SAST), Regulations,1997 by 3176 days,
2811 days, 2446 days, 2081 days, 1716 days, 1351 days, 986 days, 621 days and 256
daysduring the year 2003 to 2011 respectively.
Pending the adjudicating proceedings, the Applicant has filed the consent application to
settle the above noncompliance on the payment of Rs. 4,56,875 towards settlement
charges. The term as proposed by the Applicant were placed before High Powered Advisory
Committee (HPAC) andHPAC recommended that the case may be settled on payment of
Rs. 4,56,875 /-, accordingly SEBI settle the above non compliances and disposes of said
Consent order in the matter of M/s. AAR KAY Steel Products Limited
SEBI had initiated adjudication proceedings against M/s. AAR KAY Steel Products Limited
(hereinafter referred to as Applicant) and alleged that the applicant had delayed in
complying with Regulation 8(3) of SEBI (SAST), 2011 by 4058 days, 3693 days, 3327 days,
2962 days, 2597 days, 2232 days, 1866 days, 1501 days, 1136 days, 771 days, 405 days,
1081 days, 716 days and 351 days during the year 1998 to 2011 respectively.
charges. Theterm as proposed by the Applicant were placed before High Powered Advisory
Committee (HPAC) andHPAC recommended that the case may be settled on payment of
Rs. 6,92,750/-, accordingly SEBI settle the above non compliances and disposes of said
12
Consent order in the matter of M/s. Artech Power Products Limited

SEBI had initiated adjudication proceedings against M/s. Artech Power Products Limited
(hereinafter referred to as Applicant) and alleged that the applicant had delayed in
complying with Regulation 8(3) of SEBI (SAST), Regulations,1997 by 4892 days, 4527 days,
4161 days, 3796 days, 3431 days, 3066 days, 2700 days, 2335 days, 1970 days, 1605
days, 1239 days, 874 days, 509 days and 144 days during the year 1998 to 2011
respectively.
charges. The term as proposed by the Applicant were placed before High Powered Advisory
Committee (HPAC) and HPAC recommended that the case may be settled on payment of
Rs. 7,09,750/-, accordingly SEBI settle the above non compliances and disposes of said
Consent order in the matter of M/s. Tak Machinery and Leasing

Limited (Now known as Mangal Credit and Fincorp Limited)
SEBI had initiated adjudication proceedings against Mr. Dasharath S. Mahadevia, Dasharath
S. Mahadevia (HUF), Mr. Aditya D. Mahadevia, Aditya D. Mahadevia (HUF), Mr. Tushar D.
Mahadevia, Tushar D. Mahadevia (HUF), Mrs. KasturiK. Mahadevia, Kashyap K. Mahadevia
(HUF), Mrs. Ranjana A Mahadevia and Mr. Viraj T. Mahadevia (hereinafter collectively
referred to as Applicants), erstwhile promotersof M/s Tak Machinery and Leasing Limited
(Target Company/TMLL) for the alleged violation of the provisions of Regulation 8(1) and
8(2) of the SEBI (SAST), 1997 as observed from the offer documents filed with SEBI by M/s.
E-Ally Consulting (India) Private Limited and Shree Jaisal Electronics & Industries along with
Mr. Sandeep Maloo, Mrs. Neeta Maloo, Mr. Labh Chand Maloo, Mrs. LataMaloo, Sandeep
Maloo (HUF) and Labh Chand Maloo (HUF)to acquire upto 1,40,810equity shares of face
value of Rs. 10/- each representing 20% of the share capital of TMLL.
Pending the adjudicating proceedings, the Applicants had filed the consent application for
the settlement of above violations and proposed to pay a sum of Rs 9,63,050 towards
settlement charges. The terms as proposed by the Applicants were placed before High
above non compliances and disposes of said proceedings against the Applicants.
13
Adjudicating/WTM orders
Target Company
Noticee
Regulations
Penalty
Imposed/
Decision
Taken
M/s.Turbotech
M/s. Shreeji Broking Private
Regulation 29(2) read with 29(3) of the
Case disposed
Engineering Limited
Limited
SEBI (SAST) Regulations, 2011 and
off
Regulation 13(3) read with Regulation

13(5) of SEBI (PIT) Regulations, 1992
M/s.Turbotech
M/s. Darshit Hydro Power
Engineering Limited
Project Private Limited
Rs. 3,00,000

M/s.Turbotech
M/s. Shah Space Manager
Engineering Limited
Private Limited
Rs. 3,00,000

M/s.Turbotech
M/s. Rudra Securities and
Case disposed
Engineering Limited
Capital Limited
off

M/s.Turbotech
M/s. Haresh Infrastructure
Case disposed
Engineering Limited
Private Limited
off

14
M/s.Turbotech
M/s. Trusha Mercantile
Case disposed
Engineering Limited
Private Limited
off

M/s.Turbotech
M/s. Corporate Commodity
Case disposed
Engineering Limited
Brokers Private Limited
off

M/s. Mapro Industries
M/s Mapro Industries
Rs. 4,00,000 on
Limited
Limited, Mr. Gopal
30(3) of the SEBI (SAST) Regulations,
M/s. Mapro
KrishanSomani,
2011 and Regulation 8(3) of SEBI
Industries
GopalKrishanSomani
(SAST) Regulations, 1997
Limited and Rs.
(HUF), Mr. Sanjay Somani,
2,00,000 on
Sanjay Somani (HUF),
each of the
Ms. ShrutiSomani,
other Noticees.
M/s. Alok Wires Private

Limited,
M/s. Mebags Investment
Services Private Limited.
M/s. Virtual Global
M/s. Virtual Global
Regulation 8(3) of SEBI (SAST)
Education Limited
Education Limited
Regulations, 1997
M/s. Apte
Mr. VamanMadhavApte,
Amalgamations Limited
Mrs. Devaki LaxmanApte,
Regulations, 1997 and Regulation 35 of
Mr. VikramVamanApte and
SEBI (SAST) Regulations,2011
Rs. 12,00,000
Rs. 25,00,000
Mrs. Mithila VamanApte

M/s. Apte
M. ApteKantilal Private
Regulation 10 and 12 of SEBI (SAST)
Limited
Regulations, 1997 read with Regulation
Rs. 2,00,000
35 of SEBI (SAST) Regulations, 2011

M/s. Apte
M/s. Apte Amalgamations
Limited
Regulations,1997 read with Regulation
Rs. 7,00,000
35 of SEBI (SAST) Regulations, 2011

M/s. Mahesh
Mr. Harish Gangaram
Regulation 30(2) read with 30(3) of
Agricultural Implement
Agarwal and Late Mr.
SEBI (SAST) Regulations,2011
and Steel Forgings
Gangaram Agarwal
Limited
15
Rs. 2,00,000
M/s. Glaxo Smithkline
M/s.Glaxo Group Limited
Regulation 8(1),8(2) and Regulation
Pharmaceuticals
30(1) and 30(2) read with Regulation
Limited
30(3) of SEBI (SAST) Regulation, 1997
M/s.AhlconParenterals
Mr.Bikramjit Ahluwalia, Ms.
(India)
Ram Piari, Ms. Pushpa
14(1) of
Limited
Rani and others
M/s. Indo Pacific
M/s.N Kumar Housing &
Regulation 7(1A) read with Regulation
Software &
Infrastructure Limited
M/s. Rajlaxmi Industries
M/s. Rajlaxmi Industries
Regulation 7(3) and 8(3) of SEBI
Limited
Limited
(SAST) Regulation, 1997
M/s. Asian Oilfield
M/s. Samara Capital
Regulation 30(1) and 30(2) read with
Services Limited
Partners Fund I Limited
M/s. Sunrise Proteins
M/s. Sunrise Proteins
Limited
Limited
Regulations, 2011
Rs. 25,00,000
Rs. 20,00,000
Rs. 3,00,000
Entertainment Limited
Rs. 4,50,000
Rs. 20,00,000
Rs. 5,00,000
HINT OF THE MONTH

Acquirer is required to complete the payment of consideration to shareholders who have
accepted the offer within 10 working days from the date of closure of the open offer. If there is
a delay in payment of consideration (not due to non receipt of statutory approvals), it would be
treated as a violation of SEBI Takeover Regulations, 2011 and SEBI may issue direction to
such acquirer including direction to pay interest.
{As substantiated from FAQ of SEBI on SEBI Takeover Regulations, 2011}
16
Latest Open
Offers
Target Company
M/s.
Skyweb
Limited
Infotech
Triggering Event: Preferential allotment of 3,00,000 Equity
Registered Office
Delhi
Shares representing 30.00% of the expanded paid-up capital

of Target Company.
Net worth of TC
Rs. 2.68 Cr.
(31.03.2014)
Details of the offer: Offer to acquire 2,60,000 Equity

Shares at a price of Rs. 38.50/- per fully paid up equity share
payable in cash.
Listed At
DSE
Industry of TC
Telecommunication
Target Company
M/s. Inland
Limited
AcquirerMr.
Neetesh
Gupta
(Acquirer) along with Mr.
Ashok Gupta and Mrs.
Renu Gupta (PACs)
Triggering
Event:
Share
Printers
Registered Office
Mumbai
Net worth of TC
Rs. 13.98 Lacs
(31.03.2014)
Purchase
Agreement
(SPA) for the acquisition of 41,37,400 (55.98%) Equity
Listed At
BSE, DSE and ASE
Shares of the Target Company.
Details of the offer: Offer to acquire 19,21,600 equity
Industry of TC
Commercial
Printing/Stationery
shares at a price of Rs. 5/- per fully paid up equity share
AcquirerMr.
Kiran
Kumar
Rameshbhai Patel and
Mr. BhaveshRamanlal
Patel
payable in cash.
17
Target Company
M/s. Fortune Financial
Services (India) Limited
Registered Office
Mumbai
Triggering
Event:
Framework
Agreement
for the acquisition of control over the Target Company
Net worth of TC
10,213.71
(31.03.2014)
Lacs
Details of the offer: Offer to acquire 73,69,958 equity

shares at a price of Rs. 100/- per fully paid up equity share
Listed At
BSE
payable in cash.
Industry of TC
Finance (Including NBFCs)
Acquirer
Neostar Developers LLP,
Aditya Infotech Private
Limited, and Mr. Chintan
Vijay Valia (Acquirers)
along with Mr. Sudhir V.
Valia, Ms. Raksha S. Valia,
Mr. Vijay M. Parekh and
Mr. Paresh M. Parekh
(PACs).
Target Company
M/s. Neil
Limited
Industries
Registered Office
Kolkata
Net worth of TC
49.82 Cr.
(31.03.2014)
Triggering
Event:Memorandum
of
Understanding
(MOU) for the acquisition of management rights and control

over Target Company.
Listed At
CSE and UPSE
Industry of TC
NA
Details of the offer:Offer to acquire 39,10,640Equity

Share at a price of Rs. 31/- per fully paid up equity
share payable in cash.
18
AcquirerMr. Arvind Kumar Mittal

(Acquirer) and Arvind
Kumar Mittal (HUF),
Neeraj Kumar Mittal
(HUF), Mrs. Deepa
Mittal, Mrs. ReshuMittal
Target Company
M/s Splash Media and
Infra Limited
Registered Office
Mumbai
Triggering
Event:
Share
Purchase
Agreement
(SPA) for the acquisition of 50,36,607 (5.37%) Equity Shares
Net worth of TC
and control over Target Company.
NA (30.06.2014)
ListedAt
Details of the offer:Offer to acquire 2,43,67,200 Equity
BSE Limited
Shares at a price of Rs 1.25/- per fully paid up equity share

payable in cash.
Industry of TC
Realty
Acquirers and PACs
Anil Agarwal (HUF)
Target Company
M/s. PAN Electronics
(India) Limited
Registered Office
Bangalore
Triggering
Event:Share
Purchase
Agreement

Details of the offer:Offer to acquire 10,40,000Equity

Share at a price of Rs. 7.88/- per fully paid up equity
share payable in cash.
Net worth of TC
Rs.
(892.90)
(30.06.2014)
lacs
Listed At
BSE and BgSE
Industry of TC
Electronic Components
AcquirerMr.
GulluGellaramTalreja
19
Target Company
M/s
International
Pumps and Projects
Limited.
Registered Office
New Delhi
Triggering
Event:
Share
Purchase
Agreement

Net worth of TC
Rs.
211.54
(30.06.2014)
ListedAt
Lacs
Details of the offer: Offer to acquire 20,58,030 Equity

Shares at a price of Rs. 10/- per fully paid up equity share
payable in cash.
DSE, ASE and JSE

Industry of TC
Industrial Machinery
Target Company
M/s. BCB
Limited
Acquirers and PACs
Finance
Mr. Ankit Agarwal

Registered Office
Mumbai
Net worth of TC
Rs.
2077.82
(30.06.2014)
Triggering
Event:
Share
Purchase
Agreement
(SPA) for the acquisition upto 60,00,000 (52.16%) Equity
lacs
Listed At
SME Exchange of BSE
Limited
Shares and control over the Target Company.
Details of the offer: Offer to acquire 29,92,000

Equity Share at a price of Rs. 25.25/- per fully paid up
equity share payable in cash.
20
Industry of TC
Finance
NBFCs)
(Including
AcquirerM/s. Centrum
Limited
Direct
Regular Section: Voluntary Open Offer
Voluntary Open Offer means Open Offer given by the acquirer voluntarily without
triggering the mandatory Open Offer obligations as envisaged under SEBI (SAST)
Regulations, 2011. Generally, the purpose of giving Voluntary Open Offer is to consolidate
the shareholding.
Regulation 6 of SEBI (SAST) Regulations, 2011 deals with the concept of Voluntary Open
Offer and provides the eligibility, conditions and restrictions with respect to the same that are
detailed below:
Eligibility for making Voluntary Open Offer

Acquirer along with PACs should be holding atleast 25% or more shares in the Target
Company prior to making voluntary Open Offer.
The Acquirer or PACs have not acquired any shares of the Target Company in the
preceding 52 weeks without attracting the Open Offer obligation.
Acquisition of Shares
without attracting
obligation to make PA
Gap of 52 weeks
Voluntary Open
Offer
Conditions for making Voluntary Open Offer

The aggregate shareholding after completion of the Voluntary Open Offer should not
exceed beyond the maximum permissible non-public shareholding.
21
Existing no. of
shares
Note:
Maximum
New shares acquired

undervoluntary offer
permissible
non-public
Maximum Permissible
non-public
shareholding
shareholdingmeans
such
percentage
shareholding in the target company excluding the minimum public shareholding required
under the listing agreement
No acquisition during the offer period except under the Voluntary Open Offer.
Restrictions
The acquirer becomes ineligible to acquire further shares for a period of six months after the
completion of Open Offer except by way of:
Another Voluntary Open Offer;
Acquisitions by making a competing offer.
For Instance:
SwarajAutomotives Limited (Target Company)
Mahindra and Mahindra Limited (Acquirer) forms part of the promoter
group of the Target Company and holds 10,59,543 Equity Shares
constituting 44.19% of the Voting Share Capital of Target Company.
For the purpose of consolidation of shareholding, the Acquirer had
made the Voluntary Open Offer to acquire upto 27% of the voting
share capital of the Target Company. Pursuant to the Offer, the total
shareholding of the Acquirer increased to 71.19% of the Voting Share
Capital of the Target Company.
22
Market Updates
Acquisition of Information Systems Resource Centre Pvt. Ltd (ISCR)

byLarsen and Toubro
Larsen and Toubro a major player of Engineering and infrastructure sector has acquired
pune based Information Systems Resource Centre Pvt. Ltd. (ISRC), a subsidiary of Otis
Elevator Co for an undisclosed amount. The acquisition was made through its subsidiary
L&T Infotech. The sale is line with the strategy to focus on its core operations and to
generate synergy benefits.
Acquisition of stake in Pramerica Mutual Fund by Dewan Housing Finance

Dewan Housing Finance has acquired a 50% stake in Pramerica Asset Management for a
consideration of INR 244.92 Million. Pramerica Asset Management is the AMC of Pramerica
Mutual Fund and Pramerica Trustees. Post the acquisition of stake from Prudential Group,
Delaware the company would be converted into an equal JV and renamed as DHFL
Pramerica Asset Managers.
Future Lifestyle buys Majority stake in Elisir Lifestyle

Future Lifestyle Fashions Limited has acquired 60% stake in footwear firm Elisir Lifestyle Pvt
Ltd for an undisclosed amount. Elisir Lifestyle is engaged in business of manufacturing,
supply and distribution of footwear and accessories in India. Future Lifestyle was formed
after it was demerged from Future Consumer Enterprise Limited. The acquisition will lead to
diversification of business and overall synergy benefits.
23
Our TEAM
Divya Vijay
Manoj Kumar
E: divya@indiacp.com
E: manoj@indiacp.com
D: +91.11.40622248
D: +91.11.40622228
Visit us at
OUR GAMUT OF SERVICES:Investment Banking;

Valuation & Business Modelling;
Merger & Acquisition;
A venture of
Tax & Transaction Advisory;

ESOP/ESPS;
Domestic & Cross Border Investment
Structuring;
D- 28, South Extn. Part I New Delhi 110049
Group Reorganisation;
Corporate Funding;
T: 40622200 F: 91.40622201
Issue Management.
E: info@takeovercode.com
Disclaimer:
This paper is a copyright of Corporate Professionals (India) Pvt. Ltd. The entire contents of this
paper have been developed on the basis of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and latest prevailing SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 in India. The author and the company expressly disclaim all and any
liability to any person who has read this paper, or otherwise, in respect of anything, and of
consequences of anything done, or omitted to be done by any such person in reliance upon the
contents of this paper.
24

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Takeover Panorama

A Monthly Newsletter by Corporate Professionals

SAT order in the matter ofM/s. BTL Holding Company Limited

Latest Open Offers

since the Appellant himself on

penalty imposed to 5 lac on

Brief facts of the case:

The Honble Tribunal held that

GulabImpex Enterprises Limited (Appellant) is a company incorporated under

Issues: Whether the penalty imposed by the SEBI is justified?

SAT order in the matter of Mr. Ashlesh Gunvantbhai Shah

Brief facts of the case:

sale of shares in question were

On May 02, 2013, Appellant had disposed off

reported on BSEs website in bulk

74,547 shares representing 6.2% of the total

deal data and disclosures under

the Listing Agreement to BSE,

does not absolve the appellant

Company).However no disclosures has been filed

from making disclosures under

to the Stock Exchange as required under Regulation

SEBI (SAST) Regulations, 2011

and SEBI (PIT) regulations, 1992.

andRegulations 13(3) of SEBI (PIT) Regulations,

appellant to makedisclosures being technical violation, penalty of Rs.5 lac oughtnot to

Immediately on receipt of showcause notice,appellant made disclosures on 26th

SAT order in the matter of Mr. VirendrakumarJayantilal Patel

Brief facts of the case:

(PIT) Regulations, 1992

Accordingly SEBI imposed the penalty of 5,00,000 for the

Sale of shares effected by the appellant on May

The Honble Tribunal held that the

Exchange (BSE)s website in the bulkdeal data

reported on BSEs website in bulk

and therefore failure on part of the appellant to

deal data and disclosures under

the Listing Agreement to BSE,

penalty of Rs.5 lac oughtnot to have been

does not absolve the appellant

imposed upon appellant.

from making disclosures under

Target Company had also made shareholding

SEBI (SAST) Regulations, 2011

patternrelated disclosures under the Listing

and SEBI (PIT) regulations, 1992.

Agreement to BSE which was also publicly

Moreover, learned counsel of Appellant contended that Appellant is a blind person, so

Immediately on receipt of showcause notice,appellant made disclosures on 26th

SAT order in the matter of M/s. BTL Holding Company Limited

The Honble Tribunal held

make disclosure and has in

belatedly it is not open to the

Brief facts of the case:

entity to deny obligation to

discharge any liability.

promoters/ promoters group of SRS Limited merged

Consent order in the matter of M/s. Delta Industrial Resources Ltd

Consent order in the matter of M/s. Abhijit Trading Company Ltd

Consent order in the matter of M/s.Gavis Pharma LLC

Consent order in the matter of M/s. Sabero Organics Gujarat Limited

Consent order in the matter of M/s. Archana Software Limited