SEBI exempts DKJ Trust from public offer for 70,00,000 S Chand shares

SEBI examined whether this transfer from a promoter to a family trust required a mandatory takeover offer under the SAST Regulations.

Who it concerns: S Chand and Company Limited (Target Company), DKJ Ownership Trust (Acquirer), Mrs. Neerja Jhunjhnuwala (Trustee/Settlor), Mr. Dinesh Kumar Jhunjhnuwala (Trustee), Mr. Gaurav Kumar Jhunjhnuwala (Trustee/Beneficiary), Ms. Nandita Sureka (Beneficiary), and other listed Promoters (Himanshu Gupta, Savita Gupta, Ankita Gupta).

What SEBI found or ordered

• SEBI granted an exemption from Regulation 3(1) and Regulation 4 of the SAST Regulations, 2011.
• The exemption allows the DKJ Ownership Trust to acquire 70,00,000 shares (19.85% of the company) directly from Mrs. Neerja Jhunjhnuwala.
• The transaction is characterized as a non-commercial family arrangement to streamline promoter holdings and ensure succession planning.
• SEBI noted that the total promoter and promoter group shareholding remains unchanged at 46.99% before and after the transaction.
• The order requires the Acquirer Trust to confirm annual compliance with the exemption conditions.
• The Acquirer Trust must get its compliance status certified by an independent auditor annually and disclose this to stock exchanges and SEBI.

Also in the document

• The acquisition is structured as a 'mirror image' of the existing promoter group, with no change in ultimate beneficial ownership or control.
• The trust deed restricts beneficiaries from transferring their beneficial interest, ensuring the shares remain within the family/promoter group.
• The order cites the SEBI Master Circular dated February 16, 2023, as the basis for the exemption criteria.