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

This order addresses an application by Mrs. Chander Kala Goyal and CKG Family Trust seeking an exemption from SEBI's takeover regulations (SAST Regulations, 2011) for a proposed two-phase transfer of shares in Ajanta Soya Limited. 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.

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).

• 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.

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