SEBI exemption application for Ajanta Soya shares pending, no decision in order

The core issue is whether this internal family restructuring, which would consolidate control under a trust, should be exempted from triggering a mandatory open offer to public shareholders.

Who it concerns: Ajanta Soya Limited (Target Company), Mrs. Chander Kala Goyal (Acquirer 1), CKG Family Trust (Acquirer 2), Cosmic Alloys and Metal Works Private Limited (CAMWPL), and the trustees of the trust (Mr. Sushil Kumar Goyal, Mr. Bishan Goyal, Mr. Shri Ram Goyal).

What SEBI found or ordered

• Application filed for exemption from Regulations 3, 4, and 5 of the SAST Regulations, 2011.
• Proposed Phase I: Mrs. Chander Kala Goyal to acquire 51.02% of CAMWPL shares via gift from relatives, gaining indirect control over 11.18% of Ajanta Soya Limited.
• Proposed Phase II: Mrs. Chander Kala Goyal to transfer her 36.93% direct holding in Ajanta Soya Limited and the 51.02% CAMWPL holding to CKG Family Trust via gift.
• Resulting control: CKG Family Trust would hold 49.45% of Ajanta Soya Limited (38.27% direct + 11.18% indirect).
• Applicants argue the transaction involves no change in overall promoter shareholding or control of the target company.

Also in the document

• The transaction is structured as a gift/settlement within a family group, with no consideration mentioned.
• The total equity share capital of the target company (INR 16,09,65,980) remains unchanged by the proposed acquisition.
• The order text provided is truncated and does not contain SEBI's final decision (grant or denial of the exemption) or any specific directions.