[PDF] Order in the matter of Beryl Securities Ltd. Page

View - Download Order in the matter of Beryl Securities Ltd. Page

Previous PDF

Next PDF

Order in the matter of Beryl Securities Ltd. Page 1 of 10

WTM/GM/EFD/ 43 /2017-18

SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER Under sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 and Regulations 32 and 35 of the SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 in respect of: -

1. Ms. Sangita Sethi (PAN: AERPS2183R)

2. Sanjay B Sethi. HUF (PAN: AANHS4504C)

3. Ms. Soniya Sethi (PAN: AERPS2182Q)

4. Sudhir B Sethi, HUF (PAN: AANHS4505D)

5. Mr. Sudhir Sethi (PAN: ALLPS5223K)

6. Mr. Babulal Sethi (PAN: AFBPS4762D)

7. Babulal Sethi, HUF (PAN: AAFHB1551A)

8. Mr. Sohil Sethi (PAN:AUAPS1786M)

9. Mr. Sanjay Sethi (PAN: ALLPS5222J)

10. Tara Sethi (Tara HUF) (PAN: ASAPS8013M)

In the matter of acquisition of the shares of Beryl Securities Ltd.

1. Beryl Securities Ltd., (hereinafter referred to as "Target Company") is a company having its

registered office at 43-44, 2nd floor, Dawa Bazar, 13-14, RNT Marg, Indore ² 452001 (Madhya Pradesh) and its shares are listed on the Bombay Stock Exchange Limited (BSE). As per the shareholding pattern of the target company disclosed to the BSE, as at quarter ending September

2013, the promoter group of the target company included Ms. Sangita Sethi, Mr. Sanjay B Sethi,

HUF, Mr. Sanjay Sethi, Sudhir B Sethi, HUF, Mr. Sudhir Sethi, Mr. Babulal Sethi, Babulal Sethi, HUF, Ms. Soniya Sethi, Mr. Sohil Sethi, Tara Sethi (Tara HUF) (hereinafter collectively referred to as "Noticees / promoter group"). Further from the quarterly shareholding pattern filed with BSE as at the end of June 2013 quarter, it was observed that shareholding and voting rights of the noticees in the target company have increased from 23.24% to 25. 09% and the noticees have not made any public announcement for open offer for acquisition of shares, as mandated under

Order in the matter of Beryl Securities Ltd. Page 2 of 10

regulation 3(1) read with regulation 3(3) of the SEBI (Substantial Acquisition of Shares and

7MNHRYHUV 5HJXOMPLRQV 2011 OHUHLQMIPHU UHIHUUHG PR MV 7MNHRYHU 5HJXOMPLRQV 2011µ.

2. In this regard, it is noted that the increase in the shareholding was observed pursuant to the

acquisition by four noticees Ms. Sangita Sethi (22,500 shares), Mr. Sanjay B Sethi HUF (23,000 shares), Ms. Soniya Sethi (22,200 shares) & Sudhir B Sethi, HUF (25,900 shares) viz, on May 17,

2013, wherein noticees acquired 93,600 shares constituting 1.85% of the share capital of the target

company. Consequently, the following changes were observed in the shareholding of the noticees:

3. As seen from the above table, pursuant to the aforesaid acquisition by the noticees on May 17,

2013, their shareholding in the target company increased from 23.24% to 25.09% thereby

exceeding the threshold of 25% stipulated in regulation 3(1) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as "Takeover Regulations,

2011µB HQ PHUPV RI UHJXOMPLRQ 31 Uead with regulation 3(3) the Takeover Regulations, 2011,

prior to placement of the purchase order to acquire shares on May 17, 2013, the noticees were under an obligation to make a public announcement of an open offer for acquiring shares of the target company, which they failed to make.

4. Since the noticees failed to comply with the obligation to make a public announcement of an open

offer in respect of the acquisition dated May 17, 2013 in terms of regulation 3(1) read with 3(3) of Takeover Regulations, 2011, SEBI issued a show cause notice dated June 17, 2016 (hereinafter

referred to as "the SCN") to the acquirer calling upon it to show cause as to why suitable directions

under sections 11 and 11B of the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and Regulations 32 and 35 of Takeover Regulations, 2011 should not be issued against it.

Pre-acquisition

shareholding (no.)

Pre-acquisition

shareholding Post- acquisition shareholding (no.) Post- acquisition shareholding

Noticees 11,77,500 23.24 % 12,71,100 25.09 %

Order in the matter of Beryl Securities Ltd. Page 3 of 10

5. Four of the noticees, who actually acquired shares namely, Sanjay Sethi (23,000 shares), Sudhir B

Sethi HUF (25,900) Sonia Sethi (22,500 shares) and Sangita Sethi (22,500 shares) sent separate replies dated 19/08/2016 on similar lines. They stated that they along with the other promoters of the company had decided to make an open offer for acquisition of 26% of additional shares of the company in compliance with the Regulation 3(1) of the SEBI Takeover Regulations. It was further informed that they are in the process of appointing Merchant Banker to assist them in completing the open offer process. Therefore, it was stated that since they decided to make an open offer on the basis of the promoter shareholding having crossed from 23.24% to 25.09%, there is no need to issue any direction as stated in the SCN. Other Noticees namely, Sangeetha Sethi HUF, Sudhir Sethi, Babulal Sethi HUF, Sanjay Sethi, Sohai Sethi, Tara HUF did not file any reply.

6. In the additional reply dated December 7, 2016, Shri Kamal Aggarwal, CA representing all the

Noticees stated that his clients are the promoters of BSL as per the details given in the prospectus and details provided by the company to BSE and MPSE while filing the shareholding pattern and annual disclosures under SEBI SAST Regulations. Copy of the prospectus issued by the company at the time of IPO in 1996 and the shareholding of promoters as per the records of BSE for the quarters ending June 30, 2013, September 30, 2013 and December 31, 2013 were annexed to the reply. It was further stated that the Beryl Drugs Ltd. (BDL) was also promoted by his clients and his clients are the promoters and Directors of BDL. A copy of the promoters shareholding in BDL as per the records of BSE for the quarter ending June 30, 2013, September 30, 2013 and December 31, 2013 was also annexed to the reply. It has been stated that in the prospectus of BSL, the details of BDL were given as a company owned by the promoters. It is the case of the noticees that BDL is a company owned and controlled by the promoters of BSL and was holding

6,78,400 equity shares of BSL (13.39%) from inception and even during the quarters June 30,

2013, September 30, 2013 and December 31, 2013. Copies of the shareholding of BDL in BSL

as per the BSE records for the relevant quarters have been annexed.

7. It has been further stated that as per the definition of Person acting in concert (PAC) with

promoters under 2 (1)(q)(2) under SEBI Takeover Regulations, 2011, BDL though a part of the promoter of BSL, was inadvertently not shown as promoters in the shareholding pattern submitted by BSL with BSE. It was further stated that as per the definition of PAC, the persons

Order in the matter of Beryl Securities Ltd. Page 4 of 10

IMOOLQJ RLPOLQ POH ŃMPHJRULHV ´$ company, its holding company, subsidiary company and any ŃRPSMQ\ XQGHU POH VMPH PMQMJHPHQP RU ŃRQPUROµ VOMOO NH GHHPHG PR NH 3$FB %GI LV M SMUP RI the promoters of Target Company, though inadvertently it was not shown as promoters in the shareholding pattern submitted by Target Company to BSE.

8. Accordingly, it has been contended that violation of Regulation 3(1) of the SEBI (SAST)

Regulations will not apply and that the noticees are not under an obligation to make an open offer. It has been stated that due to some wrong interpretation and /or advice, without considering the shareholding pattern of BDL, the noticees had intimated SEBI that they will be appointing Merchant Banker for an open offer. However, in view of the legal and factual position contended, it has been submitted there is no violation of Regulations 3(1) and 3(2).

9. Further in response to certain clarifications raised by SEBI vide letter dated 23 January, 2017.

regarding the date of acquisition of shares by BDL in BSL, noticees vide letter dated February 6,

2017 (received on February 13, 2017) submitted that BDL had filed share applications prior to

the IPO (that opened on February 1, 1996) and applied for 6,78,400 shares. As a proof of the same, copies of four share applications for promoters dated February 3, 1995, February 15, 1995, March 27, 1995 and January 20, 1996 were produced. From this, it can be seen that a total of

6,78,400 shares were allotted to BDL. Subsequently at the time of listing, BSL had submitted a

letter to M P Stock Exchange informing that 15,00,000 shares belonged to promoters (Distinctive

1XPNHU 1 PR 1D00000B 1RPLŃHHV OMYH VXNPLPPHG ŃRS\ RI %6(·V QRPLŃH GMPHG $SULO E 1EE6

informing all its stock brokers that equity shares (Distinctive number 1 to 15,00,000) allotted to promoters are not transferable upto the dates mentioned against them and would not be good delivery in the market till then.

10. It was further stated that as shares were allotted to BDL prior to the IPO of BSL, no disclosure

was made since the SEBI Takeover Regulations, 1997 came into force thereafter. However, reliance was placed on disclosure under Regulations 6 and 8 of the SEBI Takeover Regulations wherein the name of BDL is shown under promoter quota shareholding.

Order in the matter of Beryl Securities Ltd. Page 5 of 10

11. As far as the connection between BSL and BDL, it was stated that BDL is owned and controlled

by the promoters of BSL. Page 12 of the IPO prospectus of BSL has been relied upon for this SXUSRVHB 7OH SURPRPHU·V VOMUHOROGLQJ RI %GI MQG %6I OMV MOVR NHHQ SUoduced to show that Mr. Sudhir Sehti and Mr. Sanjay Sethi were directors of both companies since their inception.

12. I have considered the SCN, replies and submissions made by the noticees and other material

available on record. At this juncture, it is pertinent to reproduce the provisions of the Regulation

3(1) read with 3(3) of Takeover Regulations, 2011 which reads as under:-

SUBSTANTIAL ACQUISITION OF SHARES, VOTING RIGHTS OR CONTROL Substantial acquisition of shares or voting rights.

3. (1) No acquirer shall acquire shares or voting rights in a target company which taken together with shares or

voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to

exercise twenty-five per cent or more of the voting rights in 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.

2"B

(3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person such that the

individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting

the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a

change in the aggregate shareholding with persons acting in concert.

13. Thus the issue for determination is whether BDL is a part of the promoter or promoter group as

contended by the noticees and whether they are under an obligation to make an open offer under

3(1) read with 3(3) of Takeover Regulations, 2011. For adjudging the aforesaid issue, it is necessary

PR H[MPLQH POH GHILQLPLRQV RI ´$ŃTXLUHUµ ´3URPRPHU JURXSµ MQG ´3HUVRQ $ŃPLQJ LQ FRQŃHUPµ

(PAC) as defined under the Takeover Regulations, 2011 and the same is extracted below:-

Acquirer- means any person who, directly or indirectly, acquires or agrees to acquire whether by himself, or

through, or with persons acting in concert with him, shares or voting rights in, or control over a target company.

Persons acting in concert means³

(1) persons who, with a common objective or purpose of acquisition of shares or voting rights in, or exercising control

over a target company, pursuant to an agreement or understanding, formal or informal, directly or indirectly co-

operate for acquisition of shares or voting rights in, or exercise of control over the target company.

Order in the matter of Beryl Securities Ltd. Page 6 of 10

(2) Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be

deemed to be persons acting in concert with other persons within the same category, unless the contrary is

established,³

(i) a company, its holding company, subsidiary company and any company under the same management or control;

(ii) a company, its directors, and any person entrusted with the management of the company;

(iii) directors of companies referred to in item (i) and (ii) of this sub-clause and associates of such directors;

(iv) promoters and members of the promoter group; Y"BB [LLL"BB

(t) Promoter group has the same meaning as in the Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2009; Definition of promoter group as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI, ICDR Regulations, 2009)

2(Zb) Promoter Group includes:

(i) the promoter;

(ii) an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child

of the person or of the spouse); and

(iii) in case promoter is a body corporate: (A) a subsidiary or holding company of such body corporate; (B) any

body corporate in which the promoter holds ten per cent. or more of the equity share capital or which holds

ten per cent. or more of the equity share capital of the promoter; (C) any body corporate in which a group

of individuals or companies or combinations thereof which hold twenty per cent. or more of the equity share

capital in that body corporate also holds twenty per cent. or more of the equity share capital of the issuer;

and (iv) in case the promoter is an individual:

(A) any body corporate in which ten per cent. or more of the equity share capital is held by the promoter

or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of his immediate relative is a member; (B) ""

14. The definition RI ´3URPRWHU*URXSquotesdbs_dbs31.pdfusesText_37

[PDF] concert casablanca 2017

[PDF] ticket.ma humouraji

[PDF] ticket.ma mawazine

[PDF] concert maroc 2017

[PDF] concert l'artiste casablanca

[PDF] diagramme de fletcher exercice

[PDF] l'oreille humaine en concert

[PDF] niveau d intensité sonore d un orchestre

[PDF] exercice son terminale s

[PDF] exercice niveau sonore terminale s

[PDF] exemple support de formation

[PDF] exemple de module de formation

[PDF] comment faire un support de formation

[PDF] concevoir un dispositif de formation

[PDF] comment construire un dispositif de formation pdf