Regarding the proposed additional share acquisitions in HCL Technologies and HCL Infosystems, Sebi on Friday excused promoter Roshni Nadar Malhotra from making open bids. The BSE and NSE list HCL Technologies and HCL Infosystems.
The decisions were issued in response to two applications that Roshni Nadar Malhotra submitted to the regulator on September 30th, requesting an exemption from the SAST (Substantial Acquisition of Shares and Takeovers) laws of Sebi.
Sebi recognized that the planned purchases were part of a family succession plan, guaranteeing stability and continuity in ownership and control of the two companies, and granted an exemption from the open offer.
Through an intergenerational gift from her father, Shiv Nadar, Sebi permitted Roshni Nadar Malhotra to indirectly purchase shares in HCL Corporation and Vama Sundari Investments (Delhi) Pvt Ltd, two promoters of HCL Technologies and HCL Infosystems, in two different orders.
The promoters of HCL Technologies and HCL Infosystems, HCL Corporation and Vama Sundari Investments, will each receive a 47% share from Malhotra.
She currently owns 10.33% of each of the two promoter companies.
Malhotra will own 57.33% of HCL Corporation and Vama Sundari Investments after purchasing further shares from her father.
The promoter holdings in HCL Technologies and HCL Infosystems, which are 60.82 per cent and 62.8 per cent, respectively, will not change following the acquisition of shares.
According to Sebi’s ruling, the purchases meet the requirements of the Takeover Regulations for exemption from open offer duties and are considered inter-se promoter transfers between close relatives.
The board confirmed that there is no negative effect on public shareholders, citing precedent from cases that are similar to this one, such as Nuvoco Vistas Corporation.
Malhotra indirectly acquired shares and voting rights in HCL Technologies and HCL Infosystems as a result of his purchase of shares in HCL Corp and Vama Sundari Investments.
The markets watchdog, however, emphasized that the transfers are exclusively intended for family reorganization and succession planning, and are not commercial.
“I, in exercise of the powers under regulation of the Takeover Regulations, 2011, hereby grant exemption to the proposed acquirer, viz., Roshni Nadar Malhotra, from complying with the requirements of the Takeover Regulations, 2011, concerning the proposed indirect acquisition in HCL Infosystems Ltd and HCL Technologies,” Sebi’s whole time member Ashwani Bhatia said in the similarly worded two separate orders.
Furthermore, according to Sebi, the exemption will not be interpreted as a waiver of the disclosure requirements and is restricted to the requirements of making an open offer under the Takeover Regulations, 2011.
The one-year exemption is contingent upon compliance with statutory disclosure requirements and the submission of a report to Sebi following the purchase.
