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Order in the matter of Exemption application filed...

SEBI
Feb 3, 2016
Judgment
Subsequent
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CASE NO.

WTM/PS/148/CFD/DCR-II/FEB/2016

JUDGES

Prashant Saran, Whole Time Member

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Administrative Decision of the Securities and Exchange Board of India (SEBI)

Matter: Application under regulation 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 — Hasham Investment and Trading Company Pvt. Ltd. (Acquirer) / Wipro Limited (Target Company). Decision dated February 03, 2016 (Prashant Saran, Whole Time Member, SEBI).

Factual and Procedural Background

This opinion concerns an application dated August 20, 2014, filed by Hasham Investment and Trading Company Private Limited (HITCPL or the Acquirer) under regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the Takeover Regulations). The Acquirer sought exemption from the requirement to make an open offer under regulation 5 read with regulations 3(1) and 3(3) of the Takeover Regulations in connection with a proposed acquisition of shares and voting rights in Wipro Limited (the Target Company) pursuant to a scheme of arrangement/amalgamation among promoter-group entities.

Key factual and procedural points recorded in the opinion:

  • Wipro Limited is a listed company (BSE and NSE) and a company incorporated under the Companies Act, 1956.
  • The Acquirer (HITCPL) applied for exemption on the basis that the transaction was an internal re-organisation among promoter/promoter‑group entities to comply with an RBI direction applicable to NBFCs (Direction 20A of the NBFC Prudential Norms directions, introduced via notification dated March 30, 2011).
  • The transaction involved the merger/amalgamation of three small promoter‑group NBFCs — Napean Trading & Investment Co. Pvt. Ltd. (NTICPL), Vidya Investment & Trading Co. Pvt. Ltd. (VITCPL) and Regal Investments & Trading Co. Pvt. Ltd. (RITCPL) — into the Acquirer, and consequent reconstitution of three partnership firms (Hasham Traders, Prazim Traders and Zash Traders) that together held a substantial block of shares in the Target Company.
  • The Acquirer stated that, on completion of the scheme of arrangement, the three NBFCs’ equity and 18% redeemable preference shares would be cancelled and their assets (including interests in Wipro and partnership firms) would vest in the Acquirer; the High Court of Karnataka sanctioned the scheme by order dated March 26, 2015, with an appointed date of April 01, 2014, and the scheme became effective on filing with the Registrar of Companies on April 07, 2015.
  • The application set out promoter/promoter-group shareholding details (promoter and promoter group holding 73.47% as of March 31, 2014) and partnership firms’ holdings — Hasham Traders 37,09,56,000 (15.04%), Prazim Traders 45,29,06,791 (18.36%) and Zash Traders 45,16,19,790 (18.31%), together 1,27,54,82,581 (51.71%).
  • The Acquirer originally stated that the merger of the three NBFCs into HITCPL would result in HITCPL directly holding 5,62,998 equity shares representing 0.03% of Wipro (paragraph 11(h)). The opinion also notes a later shareholding figure for HITCPL of 5,62,998 shares stated as 0.02% (shareholding pattern for quarter ended September 2015) (paragraph 21/23). The opinion records both these figures as submitted.
  • The Acquirer stated that, upon reconstitution of the partnership firms, it would be inducted as a partner but then retire and an Apex Trust would be admitted as partner with Azim Premji Trustee Company Private Limited as trustee and HITCPL as beneficiary (mechanism to address RBI direction constraints).
  • SEBI referred the application to its Takeover Panel in terms of regulation 11(5); the Takeover Panel recommended exemption in its report dated October 05, 2015.
  • The decision in this opinion was issued on February 03, 2016, by Prashant Saran, Whole Time Member, SEBI, granting the requested exemption subject to compliance with the statements and undertakings made in the application and subject to limitations noted in the order.

Legal Issues Presented

  1. Whether SEBI should grant an exemption under regulation 11 from the obligation to make an open offer under regulation 5 read with regulations 3(1) and 3(3) of the Takeover Regulations in respect of the acquisition of shares and voting rights in Wipro Limited resulting from the scheme of arrangement/amalgamation among promoter group entities.
  2. Whether the reconstitution of the partnership firms (Hasham Traders, Prazim Traders and Zash Traders) and the substitution/induction/retirement of partners (including induction of HITCPL and proposed admission of an Apex Trust) would constitute a change in control of those partnership firms that would trigger the open offer obligation under the Takeover Regulations.
  3. Whether the transaction falls within any exemption (including by analogy to regulation 10 or regulation 10(1)(d)(iii) or as an internal reorganisation among entities directly or indirectly controlled by the same persons) or otherwise merits exercise of discretion under regulation 11 to grant exemption.
  4. Whether the operation of law (amalgamation sanctioned by the High Court and consequent vesting of shares) affects applicability of the Takeover Regulations and whether SEBI should treat such an occurrence as requiring an open offer.

Arguments of the Parties

Acquirer’s Arguments (as recorded in the opinion)

  • The proposed merger of NTICPL, VITCPL and RITCPL into HITCPL and the consequent reconstitution of partnership firms is an internal re-organisation within the promoter and promoter group and among entities directly or indirectly wholly controlled by Mr. Azim H. Premji and his family.
  • There is no change in control or management of Wipro Limited post the proposed transaction; the partnership firms would continue to be the shareholders of the Target Company and the equity shares would be held by the partners for and on behalf of those firms.
  • The scheme and mergers were effected to comply with RBI Direction 20A applicable to NBFCs (which restrict NBFCs becoming partners in partnership firms), and therefore the changes were driven by regulatory compliance.
  • The Acquirer submitted that some exemptions under regulation 10 contemplate situations where persons holding substantial voting rights pre- and post-implementation are the same (citing regulation 10(1)(d)(iii)) but acknowledged that the factual matrix here did not strictly mirror that provision because the transferor NBFCs were not wholly held by Azim Premji Trustee Company prior to the merger.
  • The Acquirer argued that the changes occurred by operation of law (court‑sanctioned scheme of amalgamation) and therefore should not be treated as a change of control attracting an open offer obligation; it sought exemption accordingly.

The opinion does not record any opposing party arguments in response to the application; the Takeover Panel provided a recommendation (see next sections).

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's (SEBI's) Reasoning and Analysis

The decision sets out SEBI's step-by-step administrative analysis and the reasons for granting the exemption sought:

  1. Referral and Recommendation: SEBI referred the application to the Takeover Panel under regulation 11(5). The Takeover Panel (Report dated October 05, 2015) observed that, post‑merger, the entity acquiring direct/indirect shareholding would be fully owned and controlled by Azim Premji Trust and there would be no real change in ownership or control of Wipro. The Takeover Panel also noted the scheme was sanctioned by the Hon'ble High Court of Karnataka and recommended exemption.
  2. Verification of the transactional facts: SEBI considered the Acquirer’s application, the subsequent correspondence (including the Acquirer’s September 02, 2015 letter stating the High Court sanction and effective date April 07, 2015), the Takeover Panel recommendation, and the Acquirer’s undertakings. SEBI recorded the detailed shareholding structure and PACs (persons acting in concert) as represented by the Acquirer.
  3. Assessment of control and voting rights: SEBI noted that as a result of the mergers and substitutions in the partnership firms, the Acquirer could exercise voting rights directly (small percentage: the application records 5,62,998 shares; the opinion records 0.03% in one place and 0.02% in another, as per different filings) and indirectly through the partnership firms which together hold a majority (the opinion records that the three partnership firms together hold 51.71% (paragraph 11) and that the Acquirer, through substitution, could exercise 51.66% of shares/voting rights (paragraph 23)). Based on the Acquirer's own statements, SEBI recognised that without exemption the Acquirer would be obligated to make an open offer under regulations 3(1) read with 3(3) and 5 unless SEBI exercised its powers to exempt.
  4. Consideration of the nature of the transaction: SEBI emphasised that the transaction was an internal re-organisation of the promoter/promoter group among entities directly or indirectly controlled by Mr. Azim H. Premji and family members, and that there was no change in control or management of the Target Company as a result of the scheme. SEBI also noted that the High Court had sanctioned the scheme and that the reconstitution proposals (including retirement of HITCPL and admission of an Apex Trust) were intended to address RBI compliance concerns.
  5. Regulatory discretion and limitations: SEBI concluded that, in view of the Takeover Panel recommendation, the lack of a real change in control or management of the Target Company, and the internal nature of the re-organisation, the exemption could be granted. SEBI exercised its powers under Section 19 of the SEBI Act, 1992 read with regulation 11(5) of the Takeover Regulations to grant the exemption but made clear that it was limited to the obligation to make an open offer; other statutory and regulatory obligations remained applicable.
  6. Conditions and scope: SEBI conditioned the exemption on the Acquirer complying with the statements and undertakings made in its application. SEBI also explicitly stated that the exemption should not be construed as relieving the Acquirer from disclosure obligations under Chapter V of the Takeover Regulations, compliance with SEBI (Prohibition of Insider Trading) Regulations (1992/2015), Listing Agreement/Listing Regulations, or any other applicable Acts, Rules or Regulations.

Holding and Implications

Core Ruling: SEBI granted the exemption sought by Hasham Investment and Trading Company Private Limited from the obligation to make an open offer under regulation 5 read with regulations 3(1) and 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in respect of the acquisition of shares of Wipro Limited as proposed in the application dated August 20, 2014. The application was disposed of.

Direct Consequences for the Parties

  • The Acquirer is exempted from the open offer obligations under the specified provisions of the Takeover Regulations for the transaction described in the application, subject to compliance with the statements and undertakings made in that application.
  • The exemption is expressly limited: it applies only to the obligation to make an open offer under regulation 5 read with regulations 3(1) and 3(3). It does not exempt the Acquirer from other statutory or regulatory obligations, including disclosures under Chapter V of the Takeover Regulations, compliance with SEBI’s Insider Trading Regulations (1992/2015), Listing Agreement/Listing Regulations, or other applicable laws.
  • The opinion records that the High Court of Karnataka sanctioned the amalgamation and that the scheme became effective on filing with the Registrar of Companies, facts which were material to SEBI's exercise of discretion.

Broader Legal/Regulatory Implications

The decision is an exercise of SEBI’s administrative discretion under Section 19 of the SEBI Act read with regulation 11(5) of the Takeover Regulations. The opinion does not purport to lay down new legal precedent; it grants a fact‑specific exemption based on the recorded combination of (a) internal promoter-group re-organisation, (b) absence of a real change in ownership or control of the Target Company as represented, and (c) sanction of the scheme by the Hon'ble High Court of Karnataka. The order separately records that general disclosure and other regulatory obligations continue to apply.

Final disposition: The application dated August 20, 2014 by Hasham Investment and Trading Company Private Limited is disposed of (exemption granted subject to the conditions set out in the order). Decision dated February 03, 2016, Place: Mumbai. (Prashant Saran, Whole Time Member, SEBI.)

Show all summary ...

In the matter of acquisition of shares and voting rights of Wipro Limited Application filed under regulation 11 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1. Wipro Limited (hereinafter referred to as 'the Target Company') is a company incorporated under the Companies Act, 1956, having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035. The equity shares of the Target Company are listed on the Bombay Stock Exchange Limited (hereinafter referred to as 'BSE') and the National Stock Exchange of India Limited (hereinafter referred to as 'NSE').

2. Hasham Investment and Trading Company Private Limited (hereinafter referred to as the 'Acquirer' or HITCPL), filed an application dated August 20, 2014 with the Securities and Exchange Board of India (hereinafter referred to as 'SEBI') under regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as the 'Takeover Regulations'), seeking exemption from the applicability of regulation 5 and 3(1) read with 3(3) of the Takeover Regulations with respect to proposed acquisition of shares of Target Company through scheme of arrangement involving certain promoter group companies of the Target Company. The application dated August 20, 2014 inter alia stated the following: a. The Acquirer, HITCPL, is a private limited company incorporated on May 10, 1983. It is engaged in rendering investment advisory services to venture capital funds registered with SEBI. a. The entire equity capital of the Acquirer is held by Azim Premji Trustee Company Private Limited in its capacity as trustee of Azim Premji Trust which is part of the promoter and promoter group of Target Company. Azim Premji Trustee Company Pvt Ltd also holds 42,97,14,120 equity shares representing 17.42 % in Target Company in its capacity as trustee of Azim Premji Trust. Azim Premji Trustee Company Private Limited is in turn substantially wholly owned by Mr. Azim Hasham Premji with one share being held by Smt. Yasmeen A. Premji. The Acquirer does not hold any shares and therefore has not been included as part of the promoter and promoter group. b. As per the shareholding pattern of the Company as on March 31, 2014, the promoter and promoter group of the Target Company hold 73.47%, as per details below:

1 Azim Hasham Premji 9,34,05,100 3.79

2 Yasmeen A Premji 10,62,666 0.04

3 Rishad Azim Premji 6,86,666 0.03

4 Tariq Azim Premji 2,65,000 0.01 Napean Trading & Investment Company Pvt Ltd (Napean or NTICPL) 1,87,666 0.01 Vidya Investment & Trading Company Pvt Ltd (Vidya OR VITCPL) 1,87,666 0.01 Regal Investments & Trading Company Pvt Ltd (Regal OR RITCPL) 1,87,666 0.01

8 Azim Premji Foundation (I) Pvt Ltd 1,08,43,333 0.44

9 Azim Hasham Premji Partner Representing Prazim Traders 45,29,06,791 18.36

10 Azim Hasham Premji Partner Representing Zash Traders 45,16,19,790 18.31

11 Azim Hasham Premji Partner Representing Hasham Traders 37,09,56,000 15.04

12 Azim Premji Trust 42,97,14,120 17.42 Total 1,81,20,22,464 73.47 b. Napean, Vidya and Regal are part of the promoter and promoter group of Target Company, individually holding 1,87,666 equity shares representing 0.01 percent of the total equity share capital of Target Company. Together they hold 5,62,998 equity shares comprising 0.03%. The equity shares of NTICPL are equally held by VITCPL and RITCPL. Likewise, the equity shares of VITCPL are equally held by NTICPL and RITCPL and the equity shares of RITCPL are equally held by NTICPL and VITCPL. Additionally each of NTICPL, VITCPL and RITCPL has issued 18 percent redeemable preference shares that are wholly held by the Acquirer. c. Napean, Vidya and Regal are categorized as non-banking finance companies (NBFCs) holding a valid certificate of registration issued by Reserve Bank of India (RBI). d. NTICPL is a partner in M/s Hasham Traders, VITCPL is a Partner in M/s Prazim Traders and RITCPL is a partner in M/s Zash Traders. e. M/s Hasham Traders, M/s Prazim Traders and M/s Zash Traders are also part of the promoter and promoter group of Target Company, collectively holding 51.71% in the Target Company. Holding details of partnership firms in the Target Company are as follows- Particulars No of equity shares % holding Hasham Traders 37,09,56,000 15.04 Prazim Traders 45,29,06,791 18.36 Zash Traders 45,16,19,790 18.31 Total 1,27,54,82,581 51.71 f. In terms of direction 20A of the Non-Banking Financial (Non-deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) directions, 2007 (introduced vide notification dated March 30 2011), no NBFC shall contribute to the capital of a partnership firm or become partner of such firm. Further, NBFCs which had already contributed to the capital of a partnership firm or was a partner in such firm as on the date of the notification were required to seek early retirement from such partnership firm. In the light of the above direction of RBI, it has been proposed that NTICPL, VITCPL and RITCPL shall be merged into the Acquirer. The scheme of arrangement has also been filed with Hon'ble Karnataka High Court for approval. The proposed scheme shall assist in consolidating all the NBFC businesses of the promoter group into one legal entity namely HITCPL (the Acquirer). Following the merger, the equity shares and 18 percent redeemable preference shares issued by NTICPL, VITCPL and RITCPL shall be cancelled. The assets including the interest in the equity shares of Target Company and the interest in the partnership firms (Hasham Traders, Prazim Traders and Zash Traders) and liabilities of these entities shall be transferred to Acquirer. g. On completion of the scheme of arrangement, the partnership deed of each of M/s. Hasham Traders, M/s. Prazim Traders and M/s. Zash Traders shall stand reconstituted and HITCPL shall stand inducted as a partner in these three firms. However, the same would result in HITCPL qualifying as an NBFC which again would lead to it being non- compliant with the RBI Direction 20A. To meet the requirement, it was proposed that HITCPL on reconstitution of the partnership firms pursuant to the scheme of arrangement shall retire as a partner of the three partnership firms and concurrently a trust Apex trust (or such other name as may be determined) shall be admitted as a partner. HITCPL shall be a beneficiary of the Apex Trust. Azim Premji Trustee Company Private Limited is proposed to be appointed as the trustee of the Apex Trust. h. The merger of NTICPL, VITCPL and RITCPL into Acquirer shall result in the Acquirer directly holding equity share of Target Company aggregating 5,62,998 equity shares representing 0.03 percent of the outstanding share capital of Target Company. The merger will also result in the reconstitution of the partnership firms, the partnership deed of each of M/s Hasham Traders, Prazim Traders and Zash Traders shall stand reconstituted and Acquirer shall stand inducted as the partner in these three firms, which together hold 51.71% equity share capital of Target Company.

i. The reconstitution of the partnership firm may be construed as change in control at each of Hasham Traders, Prazim Traders and Zash Traders, which would lead to an open offer in terms of regulation 5 read with regulation 3(1) and regulation 3(3) of the Takeover regulations. In this regard, it was submitted that

(i) Hasham Traders, Prazim Traders and Zash Traders shall continue to remain the shareholders of the target company and the equity shares of the target company shall be held by Mr. Azim Premji or any other partner in the firms for and on behalf of these partnership firms.

(ii) The scheme of arrangement is only an internal re-organization of the promoter and promoter group and among entities that are directly or indirectly wholly controlled by Mr. Azim H. Premji and members of his family.

(iii) Consequently, there is no change in the control or management of the target company. j. In view of the above, the Acquirer sought exemption as mentioned above.

3. Thereafter, vide letter dated September 02, 2015, the Acquirer, while reiterating the contents of the application inter alia submitted that Napean, Vidya and Regal, the three NBFCs, have since merged into HITCPL (the Acquirer) pursuant to the sanction of the scheme of Amalgamation by the Honble High Court of Karnataka vide order dated March 26, 2015, with April 01, 2014 as the Appointment Date. It was also stated that on filing of the said orders with the Registrar of Companies, the scheme of amalgamation has become effective on April 07, 2015 and NTICPL, VITCPL and RITCPL have dissolved without the process of winding up. It was also submitted that pursuant to the scheme of amalgamation, the shares of the target company which were held by the three NBFCs have vested in HITCPL and also that in the three partnership firms Hasham Traders, Prazim Traders and Zash Tarders, HITCPL has substituted NTICPL, VITCPL and RITCPL respectively. The Acquirer also submitted the following grounds in respect of its request for exemption:

(i) NTICPL, VITCPL and RITCPL, the transferor companies in the Scheme of Amalgamation, held each others shareholding, whereas Acquirer the transferee company is held by Azim Premji Trustee Company Private Limited in its capacity as trustee of Azim Premji Trust. Regulations 10(1)(d)(iii) exempts a scheme where the persons directly or indirectly holding 33% of the voting rights in the combined entity are the same as the persons who held the entire voting rights before the implementation of the scheme. In the present case, while Acquirer, pre and post- merger, is fully held by Azim Premji Trustee Company Private Limited in its capacity as trustee of Azim Premji Trust, NTICPL, VITCPL and RITCPL (the transferee companies) pre-merger were not, directly or indirectly, held entirely by Azim Premji Trustee Company Private Limited in its capacity as trustee of Azim Premji Trust.

(ii) Change in the partner of a partnership firm is not specified under the general exemptions provided under regulation 10. However, there is no change in the number of shares in Wipro Limited which the partnership firms are holding. The above changes have occurred on account of operation of law, which is not specified under the general exemptions under regulation 10. It was reiterated that there is no change in control of the target company on account of the scheme of amalgamation.

4. Recommendation of the Takeover Panel: In view of the above, the said application and submissions were referred to the Takeover Panel, in terms of regulation 11(5) of the Takeover Regulations, for their recommendation. The Takeover Panel, vide Report dated October 05, 2015, recommended as under: . it was observed that pursuant to the merger only an entity which is fully owned and controlled by Azim Premji Trust would directly/indirectly acquire shares of the target company and thus, there is no real change in ownership or control of the shares of the target company. Further, the proposed scheme has also been approved by the Hon'ble High Court of Karnataka. In view of the above, the case was recommended for exemption.

5. I have considered the application, the submissions/undertaking made in the subsequent correspondence from the Acquirers and the recommendation of the Takeover Panel. As per the application, the proposed scheme and transaction is for complying with the RBI direction and is only an internal re-organization of the promoter and promoter group and among entities that are directly or indirectly wholly controlled by Mr. Azim H Premji and members of his family. It is submitted by the Acquirer that the Hon'ble Karnataka High Court has sanctioned the scheme of amalgamation vide its order dated March 26, 2015 and also directed that the transferor companies (NBFCs) stand dissolved without the process of winding up and amalgamated with the Acquirer. The Acquirer has also stated that it has substituted the entities that have merged into it in the three partnership firms and that the shareholding of the merged entities also vested in it.

6. As per the Shareholding Pattern of the Company for the quarter ended September 2015, it is noted that HITCPL holds 5,62,998 shares (0.02%) in the Target Company. As per the application, the Acquirer has stated that the following are its PACs in the proposed transaction: (a) Azim Hasham Premji (b) Yasmeen A. Premji (c) Rishad Azim Premji (d) Tariq Azim Premji (e) Azim Premji Foundation (I) Limited (f) Azim Premji Trust (g) Azim Premji representing Prazim Traders (h) Azim Premji representing Zash Traders, and

(i) Azim Premji representing Hasham Traders. The above persons/entities form part of the promoter and promoter group of the Company as per the above said shareholding pattern. The Acquirer is 100% held by Azim Premji Trustee Company Private Limited in its capacity as trustee of Azim Premji Trust, which is also part of the promoter and promoter group of the Company.

7. As regards the partnership firms, I note that the Acquirer holds 35% share of profits, along with its subsidiary in each of the three firms, as it replaced the three NBFCs which were amalgamated into itself pursuant to the sanction of the scheme of arrangement by the Honble High Court. As it is stated that the three partnership firms shall continue to remain the shareholders of the Target Company and the equity shares in the Target Company shall continue to be held by Mr. Azim Premji or any other partner in the firms for and on behalf of these partnership firms, it is clear that the Acquirer can, directly (exercise 0.02%) and indirectly (through Prazim Traders, Hasham Traders and Zash Traders together holding 51.64% in the target company), exercise 51.66% of shares/voting rights in the Company and be obligated to make an open offer for such acquisition under regulations 3(1) read with 3(3) and 5 of the Takeover Regulations, unless exempted by SEBI from such obligation.

8. The Acquirer has also proposed that on reconstitution of the partnership firms (which action has already taken place), it would retire as a partner from the three partnership firms and concurrently a trust Apex Trust shall be admitted as a partner and that the Acquirer shall be its beneficiary. It was also proposed that Azim Premji Trustee Company Private Limited would be the Trustee of the said Apex Trust. I also note that there is no change in the public shareholding and the Company shall continue to be in compliance with the minimum public shareholding requirements under the SCRR and the Listing Agreement.

9. Considering the foregoing and the factors that there is no change in the control or management of the target company post the proposed transaction and that it is only an internal re-organisation of the promoter and promoter group and amongst entities that are directly or indirectly controlled by Azim Premji and members of his family, and the recommendation of the Takeover Panel to grant exemption, I am of the view that exemption as sought for in the application may be granted.

10. In view of the foregoing, I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 read with regulation 11(5) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, hereby grant exemption to the Acquirer, Hasham Investment and Trading Company Private Limited, from complying with the requirements of regulations 5 read with 3(1) and 3(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with respect to the acquisition of shares of Target Company, as proposed in the Application dated August 20, 2014, subject to the Acquirer complying with the statements and undertaking made in its Application.

11. The exemption granted above is limited to the requirements of making open offer under regulation 5 read with regulations 3(1) and 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and shall not be construed as exemption from the disclosure requirements under Chapter V of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992/2015, the Listing Agreement/Regulations or any other applicable Acts, Rules and Regulations.

12. Accordingly, the application dated August 20, 2014, filed by Hasham Investment and Trading Company Private limited is disposed off. PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date: February 03, 2016 Place: Mumbai

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