SEBI grants exemption for Patel and Vaghasia Trust to acquire 13% of Acutaas Chemicals

SEBI examined whether this internal family transfer of shares required a mandatory takeover offer under the SAST Regulations.

Who it concerns: Acutaas Chemicals Limited (Target Company), Patel and Vaghasia Family Trust (Acquirer), Mr. Nareshkumar Ramjibhai Patel (Trustee/Settlor), Mr. Chetankumar Chhaganlal Vaghasia (Promoter), and other listed family members.

What SEBI found or ordered

• SEBI granted an exemption from the applicability of Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011.
• The proposed acquisition involves the direct transfer of 1,06,42,960 shares (13.00%) from Mr. Nareshkumar Ramjibhai Patel to the Patel and 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 acts as 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 annual compliance with the exemption conditions and get this status certified by an independent auditor.
• The Target Company must disclose the compliance status as a note to the shareholding pattern in its annual filings.

Also in the document

• The total issued share capital of the Target Company is INR 40,93,44,610/-.
• The public shareholding remains unchanged at 67.34% after the proposed acquisition.
• The trust is an irrevocable, discretionary private trust settled under the Indian Trusts Act, 1882.