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TMI Blog2017 (1) TMI 1656X X X X Extracts X X X X X X X X Extracts X X X X ..... have no connection with the promoters. For the public shareholding in the amalgamated company to reach the 25% mark, a further 20.68% of the shares in DPSCL has to be offered to the public by some transparent mechanism so that the holders thereof cannot be seen or regarded as persons acting in concert with the present promoters of the amalgamated company. The amalgamated company reports that out of the 40% shares in the amalgamated company held by the trust, 32,63,16,563 shares need to be sold to the public for the 25% minimum public shareholding in the amalgamated company to be achieved. Such 32,63,16,563 shares should be sold by April 30, 2017. The trust should also transfer the balance shares held by the trust in the amalgamated compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sold to the public at least a fortnight before April 30, 2017. The sale of the shares will be in accordance with the rules and regulations governing the same. - CA No. 565 of 2013 CP No. 206 of 2012 - - - Dated:- 27-1-2017 - Sanjib Banerjee, J. Mr. S. B. Mookherjee, Sr. Adv. Mr. S. N. Mookherjee, Sr. Adv. Mr. Kumarjit Banerjee, Adv. Mr. D. N. Sharma, Adv. Mr. Dipen Chatterjee, Adv. for IPCL Mr. Hirak Mitra, Sr. Adv. Mr. Abhijit Gangopadhyay, Adv. Ms. Supriya Dubey, Adv. for SEBI Mr. Sunil Singhania, Adv. for UOI The Court : The application is by the Securities and Exchange Board of India, bitterly complaining of Clause 3.3 included in a scheme of arrangement and amalgamation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vernment companies and like public bodies were treated as the promoters shareholding and the balance, including Descon s and IPCL s, were regarded as public shareholding. The amalgamated company further submits that in 2010, IPCL purchased the 57.18% shares held by the promoters in DPSCL at a cost of ₹ 171.86 crore. In accordance with the rules applicable to listed companies, the then IPCL had also to make a public offer. A further 1.8%, out of the 8.80% shares in DPSCL held by the public, was mopped up by the then IPCL. Descon carried a petition under Sections 397 and 398 of the Companies Act, 1956 complaining of the promoters selling their shares to IPCL without offering the same to Descon. The petition did not succeed. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany Court did not meet with the immediate approval of the company Court and several of the names were altered to give shape to the final board of trustees. SEBI, however, suggests that the creation of the trust was clearly illegal and to bypass the mandatory requirement of the quantum of public holding in a listed company. SEBI insists that the trust, if it can be regarded as a trust at all, has to go qua the shares held by the trust in DPSCL. By an order passed nearly two years back on March 20, 2015, it was proposed that the shares held by the trust in DPSCL, or such complement thereof as would suffice for the purpose of the minimum public shareholding threshold to be reached, would be sold and the sale would be conducted by a committee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any reports that out of the 40% shares in the amalgamated company held by the trust, 32,63,16,563 shares need to be sold to the public for the 25% minimum public shareholding in the amalgamated company to be achieved. Such 32,63,16,563 shares should be sold by April 30, 2017. The trust should also transfer the balance shares held by the trust in the amalgamated company in favour of such entities as the trust may, on its own or at the direction of the promoters, deem fit. The transfer of the balance shares, other than the 32,63,16,563 shares, should be completed by March 31, 2017 such that upon the sale of the shares to the public, the trust does not own or control any further shares in the amalgamated company. As to whether the trust will c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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