SEBI grants exemption to Vaghasia Family Trust from public offer in Acutaas Chemicals takeover

SEBI examined whether this internal family reorganization required compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Who it concerns: Acutaas Chemicals Limited (Target Company), Vaghasia Family Trust (Acquirer), Mr. Chetankumar Chhaganlal Vaghasia (Trustee/Settlor/Transferor), Mr. Nareshkumar Ramjibhai Patel (Promoter), Mrs. Parul Chetankumar Vaghasia (Trustee), Mr. Adhyan Chetankumar Vaghasia (Beneficiary), Mr. Nairit Chetankumar Vaghasia (Beneficiary).

What SEBI found or ordered

• SEBI granted exemption from the applicability of Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011.
• The proposed acquisition involves the transfer of 1,07,58,079 shares (13.14% of total shareholding) from Mr. Chetankumar Chhaganlal Vaghasia to the Vaghasia Family Trust.
• The transaction is characterized as an internal reorganization within the promoter family for succession and welfare purposes.
• SEBI noted that the Acquirer Trust is a 'mirror image' of the promoters' holdings, meaning there is no effective change in ownership or control.
• The order requires the Acquirer Trust to confirm compliance with the exemption conditions annually.
• The Acquirer Trust must get its compliance status certified by an independent auditor annually and disclose it to stock exchanges and SEBI.
• Any changes in trustees, beneficiaries, or ownership/control must be disclosed to stock exchanges within 2 days, with a copy to SEBI.

Also in the document

• The target company, Acutaas Chemicals Limited, is listed on both BSE and NSE.
• The trust is an irrevocable, discretionary, private trust settled under the Indian Trusts Act, 1882.
• The public shareholding of the target company remains unchanged at 67.34% after the proposed acquisition.
• The order references SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023, regarding conditions for such exemptions.