SEBI grants exemption for Nikhil Sawhney Trust in Triveni Turbine acquisition

The acquisition involves the transfer of shares in an intermediate company (Subhadra Trade and Finance Limited) from Rati Sawhney to the Trust, which is described as a non-commercial family succession arrangement.

Who it concerns: Nikhil Sawhney Trust (Applicant/Acquirer), Triveni Turbine Limited (Target Company), Rati Sawhney (Transferor), Subhadra Trade and Finance Limited (Intermediate Company), and other members of the Sawhney promoter group.

What SEBI found or ordered

• Exemption granted from sub-regulation (1) of regulation 3 and regulation 5 read with regulation 4 of the SEBI (SAST) Regulations, 2011.
• Proposed transfer of 29,26,577 shares (26.60%) of Subhadra Trade and Finance Limited from Rati Sawhney to Nikhil Sawhney Trust.
• The transfer is to be made without any consideration (non-commercial).
• The acquisition is indirect; the Trust will acquire control over Triveni Turbine Limited through its holding in Subhadra.
• SEBI noted that Rati Sawhney has been disclosed as a promoter for more than three years prior to the transfer.
• The total promoter shareholding in Triveni Turbine Limited remains unchanged at 55.84% post-acquisition.

Also in the document

• The transaction is characterized as an inter-se transfer between promoter group members intended for family succession and welfare.
• The order confirms that the public shareholding of Triveni Turbine Limited will remain unchanged at 44.16%.
• The Acquirer Trust is described as an irrevocable and discretionary private trust settled under the Indian Trusts Act, 1882.