Date post: | 15-Jul-2015 |
Category: |
Business |
Upload: | corporate-professionals |
View: | 308 times |
Download: | 3 times |
Takeover
Panorama
A Monthly Newsletter by Corporate Professionals
Year VIII-Vol VII
August Edition
2
Legal Update
SAT order in the matter of M/s. Splash Media & Infra Limited
SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok
Virat Shah and Mr. Rajan Sevantilal Shah
SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi
Kumar and others
SAT order in the matter of M/s. GHCL Limited, Mr. Bhuwneshwar
Mishra and Mr. Sanjay Dalmia and others
Consent Order in the matter of M/s. Talbros Engineering Limited
Consent Order in the matter of M/s. ABM International Limited
Consent order in the matter of M/s. Suryakrupa Finance Limited
Consent order in the matter of M/s. Quasar India Limited
Consent order in the matter of M/s. Corporate Courier and Cargo
Limited
Adjudicating Officer/WTM Orders
3
Hint of the Month
12
Latest Open Offers
15
Regular Section
Battle for Mangalore Chemicals & Fertilizers Limited
16
Market Update
20
Our Team
21
Insight
3
The Hon’ble Tribunal set
aside the order passed by
SEBI and restore the
matter for fresh decision
on merits.
SAT order in the matter of M/s. Splash Media & Infra Limited
Facts: M/s Splash Media and Infra Limited (“Appellant”) had
failed to make disclosures as required under Regulation
6(2), 6(4), 7(3) and 8(3) of SEBI (SAST) Regulations, 1997.
Accordingly, Adjudicating Officer (AO) imposed the
composite penalty of Rs.15,00,000 for the aforesaid
violations on the Appellant. Being aggrieved by the order of
AO, the Appellant has filed the appeal before Hon‟ble
Tribunal and contended that SEBI has not considered various submissions made by the
Appellant.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble
Tribunal held that failure to make disclosure under each regulation constitutes independent
offence attracting independent penalty, in the facts of present case, where there are multiple
offences it would be just and proper to impose penalty for each offence independently
depending upon the delay or default in making disclosures which are mandatory. Accordingly
SAT set aside the order passed by SEBI and restore the matter for fresh decision on merits and
in accordance with law after considering the submissions made by Appellant.
SAT order in the matter of Mr. Virat Sevantilal Shah, Mr. Alok Virat
Shah and Mr. Rajan Sevantilal Shah
Facts: Mr. Virat Sevantilal Shah, Mr. Alok Virat Shah and Mr. Rajan Sevantilal Shah
(“Appellants”) had failed to make disclosures required under Regulation 7(1) read with
Regulation 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 29(2) and 29(3) of SEBI
LEGAL
UPDATES
4
The Hon’ble Tribunal held that
delay of repetitive nature
cannot be considered in a
lenient manner and
accordingly dismissed the
appeal filed by the appellants.
The Hon’ble Tribunal held that
penalties imposed on the
appellants are justified and
not unreasonable considering
the nature of violation.
(SAST) Regulations, 2011. Accordingly SEBI imposed a composite penalty of Rs.5,00,000 for
the aforesaid violations on the Appellants. Being aggrieved by the direction of SEBI, the
Appellants had filed the appeal before Hon‟ble Tribunal and contended that:
Delay in making disclosures is only of two days
in one transaction and 6days delay in another
transaction which was of marginal nature and
there were no malafide intentions behind the
delay.
Due to delay in making disclosures, neither the
appellants have made any unfair gain nor any
loss caused to any investors due to non-
disclosure.
Shares of the company were suspended from trading during the period from January 6,
1997 to February 16, 2012 on the Stock Exchanges.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After taking into considerations the facts and circumstances of the case, the Hon‟ble
Tribunal held that since default was repetitive in nature and delay in respect of second
transaction being more than the delay in the first transaction it is evident that the appellants
instead of being more careful after the first default, they were more carefree. Accordingly,
Hon‟ble Tribunal dismissed the appeal filed by Appellants.
SAT order in the matter of Mr. Polsani Ravinder Rao, Mr. PV Ravi
Kumar and others
Facts:
Mr. Polsani Ravinder Rao (“Appellant 1”), Promoter,
Director and Compliance Officer of Arunjyoti Enterprises
(“Company”)failed to make disclosures required under
Regulation 13(4) read with Regulation 13(5) of SEBI
(PIT) Regulations, 1992, accordingly SEBI imposed a
penalty of Rs.10,00,000 for the aforesaid violations on
Appellant 1.
5
Mr. Ramana Boina Shankar(“Appellant 3”), Ms. Lakshmi Rajan(“Appellant 4”), Mr. Sreeram V.
Mangalapalli (“Appellant 6”), Ms. Ramana Bharati (“Appellant 7”) and Mr. ARS Rajan (“Appellant
8”), promoters of the Company failed to make disclosures required under Regulation 13(4A)
read with Regulation 13(5) of SEBI (PIT) Regulation, 1992 and accordingly SEBI imposed a
penalty of Rs. 5,00,000 for the aforesaid violations on each of Appellant 3, Appellant 4,
Appellant6, Appellant 7 and Appellant8.
Mr. PV Ravi Kumar (“Appellant 2”), Mrs. P Leela Madhuri Devi (“Appellant 5”) and P Suresh
Gandhi (“Appellant 9”), public shareholders of the Company have failed to make disclosures
under Regulations 7(1) and 7(2) of SEBI (SAST) Regulations, 1997 and Regulation 13(5) of
SEBI (PIT) Regulation, 1992, accordingly SEBI imposed penalty of Rs. 4,00,000 on Appellant
2 and Appellant 5 and penalty of Rs. 3,00,000 on Appellant 9.
Being aggrieved by the order of SEBI, the appellants have filed the present appeal and following
submissions were made:
The violations have been committed due to total ignorance of law. Therefore, the
respondent should not have imposed such high penalties for the said admitted violations
which occasioned only due to inadvertence.
All the appellants including Promoter, Director, Compliance Officer and Public
Shareholder should be treated at par in the matter of imposition of penalty and there
should be no discrimination in this regard.
In reply to the contentions made by the appellants, SEBI submitted that penalties in question
have been imposed on the appellants duly taking into consideration degree and nature of
violation committed by them as also their respective position in the company. Similarly, an
appellant who has committed violation twice has been imposed slightly more monetary penalty
as compared to the others.
Issues: Whether the penalty imposed by the SEBI on the appellants is justified?
Decision: After taking into consideration all the facts and circumstances of the case and
submissions made by both the parties, the Hon‟ble Tribunal held that penalties imposed on the
appellants are justified and not unreasonable considering the nature of violation, accordingly
dismissed the case with no order to the cost.
6
The Hon’ble Tribunal held that
well considered decision to
include huge number of shares
of third parties by the promoters
of the company into their shares
under clause 35 is a very serious
matter and cannot be pardoned.
Accordingly, the appeal was
dismissed.
SAT order in the matter of M/s GHCL Limited, Mr. Bhuwneshwar
Mishra and Mr. Sanjay Dalmia and others
Facts: On October 25, 2013, SEBI imposed penalties
ranging between Rs. 7 Lacs to 50 Lacs on M/s GHCL
Limited (Appellant 1), Mr. Bhuwneshwar Mishra
(Appellant 2), Mr. Sanjay Dalmia (Appellant 3) for
violation of Regulation 3(a), (b), (c), (d), 4(1) and
4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with
Sections 12A(a), (b) and (c) of SEBI Act, 1992 and M/s
Carissa Investment Pvt. Ltd. (Appellant 4), M/s Dear
Investment Pvt. Ltd. (Appellant 5), M/s Dalmia Housing
Finance Ltd. (Appellant 6), M/s Ilac Investments Pvt.
Ltd. (Appellant 7), M/s Lovely Investment Pvt. Ltd. (Appellant 8), M/s Antarctica Investment Pvt.
Ltd. (Appellant 9), M/s Comosum Investment Pvt. Ltd. (Appellant 10), M/s Alter Investment Pvt.
Ltd (Appellant 11)., M/s Anurag Trading Leasing & Investment Pvt. Ltd (Appellant 12), M/s
Archana Trading Leasing & Investment Pvt. Ltd. (Appellant 13) for violation of Regulation 3(a),
(b), (c), (d), 4(1) and 4(2)(f) of SEBI (PFUTP) Regulation, 2003, read with Sections 12A(a), (b)
and (c) of SEBI Act, 1992 and Regulation 7(1A) and 8(2) of SEBI (SAST) Regulations, 1997.
Being aggrieved by the order of SEBI, all the appellants had filed the appeal before Hon‟ble
Tribunal and contended that:
Contention made on behalf of Appellants
The company informed all the Stock Exchanges whatsoever data / information was
received by it from the promoters about the shareholding pattern as a conduit only.
Existing proforma prescribed by Clause 35 of the Listing Agreement did not talk of inclusion
of shares which could be held by third parties / outsiders on behalf of the promoters.
Because of such an ambiguity in law various legal opinions were sought by the
management of the appellant company and such opinions were in favour of inclusion of
such independent shares held by third parties into the shares of the promoters. Therefore,
no fault could be found with the appellants in reporting the shareholding pattern for eight
quarters in the years 2007-2008.
7
On February 3, 2009 SEBI amended Regulation 8A of the SEBI (SAST) Regulations, 1997
as a result of which the promoters of a company were required to disclose to the Company
in the prescribed format, interalia, the details of their shareholding in the Company and
separately disclose details of shares placed by them to third parties or otherwise
encumbered.
The company once again addressed a letter dated April 9, 2009 to all the stock exchanges
giving a summary sheet of all previous shareholding patterns filed from March 31, 2007 to
December 31, 2008 as well as the summary sheet of revised shareholding patterns for the
same period under the amended law.
Issues: Whether the penalty imposed by the SEBI is justified?
Decision: After going through the Cl. 35 read with detailed format, the Hon‟ble Tribunal held
that the law only requires promoters to mention their own shareholding which they are holding
on their own right and there is no scope for inclusion of any third party shares therein. However,
an inadvertent, unintentional, minor and venial wrong reporting under clause 35 of the Listing
Agreement is one thing; and a conscious and well considered decision to include huge number
of shares of third parties by the promoters of the company into their shares knowing fully well
that the third parties„ shares do not belong to the promoters for reflecting the same in the
shareholding pattern of the promoters to the Stock Exchanges under clause 35 is a very serious
matter and cannot be pardoned. Accordingly, the Hon‟ble Tribunal dismissed the appeal.
Consent order in the matter of M/s. Talbros Engineering Limited
M/s Talbros Engineering Limited (“Applicant”) had delayed by 46 days, 29 days and 45 days in
complying with the provisions of Regulation 8(3) of SEBI (SAST) Regulations, 1997 for the year
1998, 2000 and 2001 respectively. Therefore the Applicant had voluntary filed the consent
application for the settlement of above non compliances 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.
8
Consent order in the matter of M/s. ABM International Limited
M/s ABM International Limited (Applicant) has voluntarily filed the consent application in respect
of delay of 5018 and 168 days in filing the requisite disclosure under Regulation 8(3) of SEBI
(SAST) Regulation, 1997 for the years 1998 and 1999 respectively. It was also submitted by the
Applicant that there was no change in control of the applicant Company.
The applicant proposed to settle the above non-compliances on the payment of Rs. 2,00,000
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. Suryakrupa Finance Ltd.
M/s Suryakrupa Finance Ltd. (“Applicant”) has voluntarily filed the consent application in respect
of delay of 5007 days, 4642 days, 4277 days, 3912 days, 3547 days, 3182 days, 2452 days,
2087 days, 1722 days, 1357 days, 992 days and 262 days in filing the requisite disclosure
under 8(3) of SEBI (SAST) Regulation, 1997 for the years 1998 to 2011respectively. It was also
submitted by the Applicant that there has been no change in the shareholding of promoters
during the period of noncompliance and the company has share capital of less than Rs. 10
crores.
The applicant proposed to settle the above non-compliances on the payment of Rs. 6,28,125
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. Quasar India Ltd.
M/s Quasar India 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.
The applicant proposed to settle the above non-compliances on the payment of Rs. 5,00,000
towards settlement charges. The terms as proposed by the applicant were placed before High
9
Power Advisory Committee (HPAC) which recommend to give final opportunity to Applicant to
raise the settlement amount to 6,20,625and on the recommendation of HPAC, SEBI settle the
above non compliances.
Consent order in the matter of M/s. Corporate Courier and Cargo Ltd.
M/s Corporate Courier and Cargo 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 1997 to 2011.
The applicant proposed to settle the above non-complianceson the payment of Rs. 6,43,125
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.
Adjudicating/WTM orders
Target Company Noticee Regulations Penalty
Imposed/
Decision Taken
M/s Arunjyoti
Enterprises Limited
Ms. Rajul Premal Doshi Regulation 29(1) read with
29(3) of SEBI (SAST)
Regulations,2011 and
Regulation 13(1) read with
13(5) of SEBI (PIT)
Regulations, 1992
Rs. 4,00,000
M/s Kanel Oil and
Exports Industries
Limited
Mr. Kirtibhai Chhaganbhai
Patel, Mr. Aditya Yogeshbhai
Patel, M/s. Kyati Realties
Limited, M/s. Khyati
Multimedia Entertainment
Limited, Kartikbhai J Patel
HUF, Mr. Kamalkant R Rao,
Mr. Radheshyam R Lodh
Regulation 29(1) and 29(2)
read with Regulation 29(3) of
the SEBI (SAST)
Regulations, 2011 and
Regulation 13(2) of the SEBI
(PIT) Regulations, 1992.
Rs. 8,00,000
on the violation
of SEBI (SAST)
Regulations,
2011 and Rs.
10,00,000 on
the violation of
SEBI (PIT)
10
Regulations,
1992.
M/s Count N Denier
(India) Limited
Mr. Anil B Agarwal Regulation 30(2) read with
30(3) of the SEBI (SAST)
Regulations, 2011
Rs. 2,00,000
M/s Looks Health
Services Limited
Mr. Dipak Kalyanji Tanna Regulation 29(2) read with
29(3) of the SEBI (SAST)
Regulations, 2011 and
Regulation 13(3) read with
13(5) of the SEBI (PIT)
Regulation, 1992
Rs. 4,00,000
M/s GulabImpex
Enterprises Limited
M/s. GulabImpex Enterprises
Limited
Regulation 8(3) of SEBI
(SAST) Regulations,1997
Rs. 9,00,000
M/s Mahan Eximp
Limited
M/s. Mahan Eximp Limited
Regulation 8(3) of SEBI
(SAST) Regulations,1997
Rs. 8,00,000
M/s Supriya Leasing
Limited
M/s. Supriya Leasing Limited Regulation 8(3) of SEBI
(SAST) Regulations,1997
Rs. 8,00,000
M/s Shree Bhawani
Paper Mills Limited
M/s Shree Bhawani Paper
Mills Limited
Regulation 8(3) of SEBI
(SAST) Regulations,1997
Rs. 25,000
M/s Shree Bhawani
Paper Mills Ltd.
Mr. Badri Vishal Tandon Regulation 7(1A) read
with 7(2) of SEBI (SAST)
Regulations,1997
Rs. 2,00,000
M/s Shree Bhawani
Paper Mills Ltd.
Mr. Akshat Tandon, Ms.
Neera Tandon and others
Regulation 3(3) and 3(4) of
the SEBI (SAST) Regulation,
1997
Rs. 68,00,000
M/s AkshOptifibre
Limited
Dr. Kailash S. Choudhari, Mrs.
Seema Choudhari and others
Regulation 7(1A) read with
7(2) of SEBI (SAST)
Regulation,1997
Rs. 15,00,000
11
M/s Rajlaxmi
Industries Limited
Ms. Binna N Parikh, Ms. Bela
Mehta, Mr. KailashMakharia,
Ms. RenuGautamHarlalka, Ms.
Asha V Harlalka, Mr. Manish V
Harlalka, Mr. Gautam V
Harlalka, and Mr. Vinod Kumar
Harlalka
Regulation 7(1) read with
7(2), 8(1) and 8(2) of SEBI
(SAST) Regulations, 1997
and Regulation 30(2) read
with 30(3) of the Takeover
Regulations, 2011
Rs. 62,50,000
M/s Yamini
Investments
Company Limited
M/s. Yamini Investments
Company Limited, Mr. Munjal
M. Jayakrishna, Ms. Devyani
Rajesh Jayakrishna, Ms.
Padma Jayakrishna, Mr.
Gokul M. Jayakrishna, Ms.
Shivani R. Jayakrishna, Mr.
Rajesh Jayakrishna and Mr.
Narayan Jha
Regulation 7(1A) read with
Regulation 7(2) of the SEBI
(SAST) Regulations, 1997,
Regulation 29(2) read with
Regulation 29(3),
Regulation 30(2) read with
30(3) of SEBI (SAST)
Regulations, 2011
and Regulation 13(3) and
13(4A) read with Regulation
13(5) of SEBI (PIT)
Regulations, 1992
Rs. 40,50,000
M/s W W Technology
Holdings Limited
Ms. Sarita Mansingka,
Mr. Prashant Deorah,
Mr. Anil Patodia,
Ms. Poonam Patodia,
Mr. Kishorilal Patodia,
Mr. Abhijeet Patodia
Mr.Divansh Mansingka
Regulation 7(1A) read with
7(2), Regulation 11(1) of
SEBI (SAST) Regulations,
1997.
Rs. 14,00,000
for the violation
of Regulation
7(1A) read with
7(2)of SEBI
(SAST)
Regulations,
1997 and Rs.
50,00,000 on
the violation of
Regulation
11(1) of SEBI
(SAST)
Regulations,
12
HINT OF THE MONTH
1997.
M/s Innoventive
Venture Limited
(Formerly Known as
Platinum Ocean
Energy Limited)
M/s. Innoventive Venture
Limited (Formerly Known as
Platinum Ocean Energy
Limited)
Regulation 8(3) of SEBI
(SAST) Regulations,1997
Rs. 2,00,000
If there is a competitive offer, the acquirer who has made the original public announcement
can revise the terms of his open offer provided the revised terms are favorable to the
shareholders of the target company. Further, the bidders are entitled to make revision in the
offer price up to 3 working days prior to the opening of the offer. The schedule of activities
and the offer opening and closing of all competing offers shall be carried out with identical
timelines.
{As substantiated from FAQ of SEBI on SEBI (SAST) Regulations, 2011}
13
Target Company
M/s Prime Focus Limited
Registered Office
Mumbai
Net worth of TC
Rs. 747.43 (31.03.2014)
Listed At
BSE and NSE
Industry of TC
Movies & Entertainment
Acquirer
M/s. Reliance Media
Works Limited along with
Reliance Land Private
Limited, Mr. Namit
Malhotra, Mr. Naresh
Malhotra and Monsoon
Studio Private Limited
(PACs).
Target Company
M/s MPF Systems
Limited
Registered Office
Pune
Net worth of TC
Rs. 44.67 lacs
(31.12.2013)
Listed At
BSE and PSE
Industry of TC
Industrial Machinery
Acquirer-
M/s Royal Nirman
Private Limited
Details of the offer: Offer to acquire 8,84,700
equity shares at a price of Rs. 2/- per fully paid up
equity share payable in cash.
Triggering Event: Share Purchase Agreement
(SPA) for the acquisition of 18,87,697 (55.48%)
Equity Shares and control over Target Company.
Triggering Event: Preferential Allotment of
11,34,61,538 (37.96%) equity shares to the Acquirer
and PAC by the Target Company .
Details of the offer: Offer to acquire 7,77,08,534 equity
shares representing 26% of Equity Shares at a price of
Rs. 52/- per fully paid up equity share payable in cash.
Latest Open
Offers
14
Target Company
M/s Styrolution ABS
(India) Limited
Registered Office
Gujarat
Net worth of TC
NA
Listed At
BSE and NSE
Industry of TC
Specialty Chemicals
Acquirers
M/s Styrolution South
East Asia Pte Ltd
(“Acquirer”) along with
INEOS Styrolution
Holdings Group GmbH
(“PAC1”) and Styrolution
Group GmbH (“PAC2”)
Target Company
M/s Genus Prime Infra
Limited
Registered Office
Muzaffarnagar
Net worth of TC
Rs. 312.51 Lacs
(31.03.2014)
Listed At
BSE
Industry of TC
Comm. Trading &
Distribution
Acquirers
Mr. Rajendra Kumar
Agarwal, Mr. Jitendra
Kumar Agarwal, and
Mr. Amit Agarwal
Details of the offer: Offer to acquire 36,59,110
Equity Share at a price of Rs. 5.50/- per fully paid
up equity share payable in cash.
Triggering Event: Share Purchase Agreement
(SPA) for the acquisition of 94,47,731 (67.13%) Equity
Shares and control over Target Company.
Triggering Event: Acquisition of 100% of the voting
capital of Styrolution Holding GmbH, which indirectly
holds 13,189,218 (75%) shares in the Target Company.
Details of the offer: Offer to acquire 43,96,407 equity
shares at a price of Rs. 499.81/- per fully paid up equity share
payable in cash
15
Target Company
M/s Ambitious
Plastomac
Company Limited
Registered Office
Mumbai
Net worth of TC
Rs. 58.73 Lacs
(31.03.2014)
ListedAt
BSE and ASE
Industry of TC
Comm. Trading &
Distribution
Acquirers and PACs
Mr. Pinkal Patel, Mr.
Monark Patel and
Mrs. Rajvi Patel
Triggering Event: Share Purchase Agreement
(SPA) for the acquisition of 11,48,700 (19.77%) Equity
Shares and control over Target Company.
Details of the offer: Offer to acquire 15,10,600 Equity
Shares at a price of Rs 1.75/- per fully paid up equity share
payable in cash.
16
Regular Section: Battle for Mangalore Chemicals &
Fertilizers Limited
About Mangalore Chemicals & Fertilizers Limited (“MCFL / Target
Company”)
Mangalore Chemicals & Fertilizers Limited was incorporated on July 18, 1966 as a public limited
company under Companies Act,1956 and its shares are listed on BSE Limited (BSE), National
stock Exchange Limited (NSE) and Bangalore Stock Exchange Limited (BgSE). The Target
Company is engaged in the manufacturing and sale of urea, di-ammonium phosphate and
complex fertilizers, ammonium bi-carbonate, sulphonated naphthalene formaldehyde, plant
nutrition products and plant protection chemicals.
First Open Offer
About SCM Soilfert Limited (“Acquirer”)
SCM Soilfert Limited was incorporated on October 10, 2012 under Companies Act, 1956 and
engaged in the business of trading in fertilizers of different grades and related activities. As on
May 1, 2014, SCM holds 29,992,459 shares in the Target Company, representing 25.3% of the
total share capital of the Target Company.
About Deepak Fertilisers And Petrochemicals Corporation Limited
(“DFPCL”)
Deepak Fertilisers Petrochemicals Corporation Limited was incorporated on May 31, 1979 as
Deepak Fertilisers And Petrochemicals Corporation Private Limited under Companies Act, 1956
The name of the PAC was changed on June 14, 1979 from Deepak Fertilisers And
Petrochemicals Corporation Private Limited to Deepak Fertilisers And Petrochemicals
17
Corporation Limited. The shares of company are listed on BSE Limited (“BSE”) and National
Stock Exchange Limited (“NSE”). The Company is engaged in three business segments –
Chemicals, Fertilizers and Realty.
Inter-relation between Acquirer and DFPCL and Target Company
Acquirer is promoted by PAC and is the part of Deepak Fertilisers and Petrochemicals
Corporation Limited (“DFPCL”) Group.
PAC is the holding company of Acquirer and is the flagship company of the DFPCL group.
Competing Offer
About Zuari Fertilisers and Chemicals Limited (“Competing Acquirer”)
Zuari Fertilisers and Chemicals Limited was incorporated on August 11, 2009 under Companies
Act, 1956 and is an unlisted public limited company. It was set up for manufacturing and trading
of organic and inorganic fertilizers and is a part of the Adventz Group. The Adventz Group is
controlled by Mr. Saroj Kumar Poddar, comprises of companies in various verticals with major
interests in agri-business, engineering and infrastructure, emerging lifestyles and services. It
holds 1,94,71,787 (16.43%) equity shares in the Target Company.
About Zuari Agro Chemicals Limited (“ZACL”)
Zuari Agro Chemicals Limited was incorporated as a public limited company on September 10,
2009 under the Companies Act, 1956 and is a part of Adventz Group. The shares of the
Deepak Fertilisers and
Petrochemicals Limited
SCM Soilfert Limited
Wholly owned
subsidiary
Mangalore Chemicals
& Fertilizers Limited 25.30%
18
Company got listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on
November 27, 2012.
About United Breweries (Holdings) Limited (“UBHL”)
United Breweries (Holdings) Limited was incorporated as a public limited company on March 23,
1915. The shares of the company are listed on BSE Limited (“BSE”), National Stock Exchange
Limited (“NSE”) and Bangalore Stock Exchange Limited (“BgSE”). It is the flagship holding
company of the UB Group through which the UB Group holds stake in various companies which
comprise the UB Group. It is engaged in the business of exports of alcoholic beverages,
footwear, clothing, lease rentals, property development, dividends from investee companies,
licensing fees, interest and guarantee commissions from investee companies. It holds
1,78,36,068 (15.05%) equity shares in the Target Company.
About Kingfisher Finvest India Limited (“KFIL”)
Kingfisher Finvest India Limited was incorporated as a public limited company on August 20,
1999. It is a part of UB Group and is engaged in investment business as an investment holding
company and to buy, sell, underwrite, invest in, and acquire, hold and dispose-off shares,
debentures, debentures stock, bonds, obligations, and securities issued or guaranteed by the
Central or State Government or any Company, anywhere in India, and to deal with any such
business in any manner. It holds 23,80,000 (2.01%) equity shares in the Target Company.
About McDowell Holdings Limited (“MHL”)
McDowell Holdings Limited was incorporated as a public limited company on March 1, 2004. It
is a part of the UB Group and is an investment holding company, operating in two segments:
Investment and Financial Services. It holds 58,26,828 (4.92%) equity shares in the Target
Company.
Inter-relation between Competing Acquirer and PACs with it
Competing Acquirer and PACs with it belongs to two groups i.e. Adventz Group and UB group
Competitor is wholly owned subsidiary of ZACL and is a part of Adventz Group.
UBHL is a flagship holding company of UB Group and is controlled by Dr. Vijay Mallya.
19
KFIL is a wholly-owned subsidiary of UBHL and is the part of UB Group.
MHL is a part of the UB Group and is promoted by UBHL, KFIL, Mallya Private Limited
and Dr. Vijay Mallya.
Background:
First Open Offer:
As on the date of PA, the Acquirer holds 2,89,91,150 equity shares representing 24.5% of the
voting capital of the Target Company. Further the acquirer proposed to place a purchase order
to acquire upto 20,00,000 fully paid up equity shares representing upto 1.7% of the Voting
Share Capital of the Target Company. Prior to the placement the order the acquirer has made
this open offer to the shareholder of the Target Company for the acquisition of 30,813,939 fully
paid up equity shares constituting 26.0% of the voting share capital of the Target Company. Out
of the shares proposed to be acquired the acquirer was able to acquire 10,01,309 Equity Shares
representing 0.8% of the voting capital of the Target Company.
Competing Offer
As against the original offer, UB Group along with Adventz Group had made an competing offer
for the acquisition of up to 3,08,13,939 equity shares representing 26% of the Voting Share
Capital. The UB Group was not in a position to finance this competing offer and the Advertz
group is willing to finance the competing offer and participate in the management of the Target
Company. Accordingly, Advertz group have decided to act in concert with UB group against the
original offer by launching a competing offer.
Conclusion
Now it has to be seen whether UB group will able to protect its interest in the Target
Company or SCM Soilfert Limited takeover the company from them.
20
Acquisition of VC Backed CRO Karmic Lifesciences by Cliantha
Cliantha Research Limited, an Ahmedabad based global lifesciences company has acquired,
Karmic Lifesciences, Mumbai headquartered contract research organization for an undisclosed
amount. This deal provides an exit to number of VC investors including Mumbai Angels. India
Angel network, Basil Partners who had invested $2.5 Mn in equity funding over multiple rounds.
Acquisition of French Industrial Firm Simonin Group by Sintex
Sintex NP SAS France, wholly owned subsidiary of Sintex Industries has bought out French
industrial company Simonin Group, French based company, headquartered in Beure in the
Doubs Department for INR 1,453 Mn. This deal enhances the company‟s portfolios and
increases its clientele base.
Buys Out Biotech Firm MabPharm by Cipla
Meditab Private Limited, wholly owned subsidiary of Cipla Limited has increased its stake from
25% to100% in Mabpharm Private Limited, a Goa based biotech firm for an undisclosed
amount. With the current deal MabPharm becomes a wholly owned subsidiary of Cipla.
Market
Updates
21
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.
Visit us at
D- 28, South Extn. Part I New Delhi – 110049
T: 40622200 F: 91.40622201
A venture of
Our TEAM
OUR GAMUT OF SERVICES:-
Investment Banking;
Valuation & Business Modelling;
Merger & Acquisition;
Tax & Transaction Advisory;
ESOP/ESPS;
Domestic & Cross Border Investment
Structuring;
Group Reorganisation;
Corporate Funding;
Issue Management.
Ruchi Hans
D: +91.11.40622251
Divya Vijay
D: +91.11.40622248