SEBI grants exemption for 6.98% share transfer in Bharat Rasayan Limited

SEBI examined whether this internal family transfer of shares and voting rights required a mandatory public offer under takeover regulations.

Who it concerns: Bharat Rasayan Limited (Target Company), MPG Family Trust (Acquirer), Mahabir Prasad Gupta (Trustee/Settlor/Transferor), and other family members listed as trustees and beneficiaries (Savita Gupta, Vikas Gupta, Sweta Gupta, Priyaansh Gupta, Vansh Gupta, Pragati Jain, Priyanka Singla).

What SEBI found or ordered

• SEBI granted an exemption from Regulation 3(2) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The proposed acquisition involves the direct transfer of 11,59,673 shares (6.98% of total shareholding) from Mahabir Prasad Gupta to the MPG Family Trust.
• The transaction is characterized as an internal reorganization within the promoter family for succession and welfare purposes.
• SEBI noted that the trust acts as a 'mirror image' of the promoters' holdings, meaning there is no effective change in control or ownership.
• The public shareholding of Bharat Rasayan Limited remains unchanged at 25.01%.
• The trust must comply with conditions including annual certification by an independent auditor and disclosure of any changes in trustees or beneficiaries to stock exchanges and SEBI within 2 days.

Also in the document

• The order is an exemption, not a penalty or enforcement action against misconduct.
• The transaction is described as non-commercial and intended to streamline family succession.
• The target company, Bharat Rasayan Limited, is listed on the National Stock Exchange of India Ltd (NSE).