SEBI grants exemption for Aruna Dhanuka Family Trust's Mint Investment share acquisition

SEBI examined whether this internal transfer of shares within the promoter group required a mandatory takeover offer under the SAST Regulations, 2011.

Who it concerns: Aruna Dhanuka Family Trust (Acquirer), Mint Investment Limited (Target Company), Mrs. Aruna Dhanuka, Mr. Chandra Kumar Dhanuka, Mr. Mrigank Dhanuka, and other members of the Dhanuka promoter group.

What SEBI found or ordered

• SEBI granted an exemption from the applicability of sub-regulation (2) of regulation 3 read with regulation 4 of the SAST Regulations, 2011.
• The proposed acquisition involves the transfer of 13,25,880 shares (23.93% of the target company) from individual promoters to the Aruna Dhanuka Family Trust.
• The shares are being transferred without any consideration (as a gift) to streamline family succession and welfare.
• SEBI noted that the total shareholding of the promoter group remains unchanged at 70.86% after the transaction.
• The Acquirer Trust must comply with guidelines in Chapter 8 of the SEBI Master Circular, including annual certification of compliance by an independent auditor.
• The Acquirer Trust must disclose any changes in trustees or beneficiaries to stock exchanges and SEBI within 2 days.

Also in the document

• The transaction is described by SEBI as a non-commercial transfer within the promoter group, with no change in overall control or public shareholding.
• The target company, Mint Investment Limited, is listed on the Calcutta Stock Exchange.
• The exemption is based on the finding that the trust is a 'mirror image' of the promoters' holdings, meaning there is no change in ownership or control.