SEBI exempts Trust from making open offers for Torrent Group Companies

The trust currently does not hold any shares in these three firms. Pursuant to the scheme of amalgamation, the trust will hold over 71.2 per cent stake in Torrent Pharmaceuticals and over 53.5 per cent stake in Torrent Power through Torrent Pvt Ltd (TPL) and 29.55 per cent in Gujarat Lease Financing through TPL, Sebi noted in the orders.

New Delhi: Capital markets regulator Sebi on Monday exempted Mehta Family Trust from making open offer following its proposed acquisition of the stake in three companies - Torrent Power, Torrent Pharmaceuticals and Gujarat Lease Financing. The move came after the trust has approached the Securities and Exchange Board of India (Sebi) seeking exemptions from the obligation of making open offers.

"The applicant trust is eligible for exemption as sought and the same is being granted subject to certain conditions imposed in the interest of investors," Sebi said in three separate similarly-worded orders.

The trust currently does not hold any shares in these three firms. Pursuant to the scheme of amalgamation, the trust will hold over 71.2 per cent stake in Torrent Pharmaceuticals and over 53.5 per cent stake in Torrent Power through Torrent Pvt Ltd (TPL) and 29.55 per cent in Gujarat Lease Financing through TPL, Sebi noted in the orders.

The promoter and members of the promoter group of the firms include Sudhir Uttamlal Mehta, Samir Uttamlal Mehta, Jinal Sudhir Mehta and TPL, which is owned by family members of Sudhir Mehta and family members of Samir Mehta.

All the shares of TPL are held by the members of the Mehta Family.

TPL has filed before the National Company Law Tribunal (NCLT) a scheme of amalgamation of a group company Torrent Fincorp with TPL.

The trust, in its submission to Sebi, said that the objective of the proposed acquisitions are to streamline succession and promote the welfare of the promoter family. Moreover, there will not be any change in control of these firms pursuant to the proposed acquisition.

Accordingly, Sebi has granted an exemption to the acquirer trust -- Mehta Family Trust -- from complying with the requirements of the takeover regulations with respect to the proposed acquisitions in Torrent Power, Torrent Pharmaceuticals and Gujarat Lease Financing.

The regulator has laid certain conditions while providing exemptions, including that the proposed acquisition should be in accordance with the relevant provisions of the Companies Act and other applicable laws.

Besides, Sebi said the trust on completion of the proposed acquisition has to file a report with the regulator within 21 days from the date of acquisition in compliance with the takeover regulations.

As per the SAST (Substantial Acquisition of Shares and Takeovers) Regulations, an entity buying 25 per cent stake in a listed firm will have to mandatorily make an open offer to buy an additional 26 per cent shares from the public shareholders.

Also Read: SEBI Slaps Fine Of Rs 22 Crore On Aurobindo Pharma, Promoters For Insider Trading