WTM/PS/186/CFD-DCR/MAR/2016

SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER
In the matter of proposed acquisition of shares of AksharChem (India) Limited
Application filed under Regulation 11(1) read with Regulation 11(3) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
1.

AksharChem (India) Limited (hereinafter referred to as the Target Company) is a

company incorporated under the Companies Act, 1956, having its registered office at 168/
169, Village Indrad, Kadi Kalol Road, Mehsana 382727, Gujarat. The equity shares of
the Target Company are listed on the BSE Limited (hereinafter referred to as BSE) and
the Ahmedabad Stock Exchange Limited.

2.

Ms. Paru M. Jaykrishna and Mr. Mrugesh Jaykrishna in their capacity as the
Trustees of the Mrugesh Jaykrishna Family Trust - 2 (hereinafter referred to as the
Acquirer/ Trust), have filed an application dated August 15, 2014, with the Securities and
Exchange Board of India (hereinafter referred to as SEBI) under Regulations 11(3) of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (hereinafter referred to as 'the Takeover Regulations'), seeking
exemption from the applicability of Regulation 3 and 4 of the Takeover Regulations, in
respect of its proposed acquisition of 25,43,572 shares (about 34.78% shares) from Ms.
Paru M. Jaykrishna and 6,21,248 shares (8.5% shares) from Mr. Gokul Jaykrishna in the
Target Company. Ms. Paru M. Jaykrishna and Mr. Mrugesh Jaykrishna are the trustees of
the Acquirer. The beneficiaries of the Acquirer are Ms. Paru M. Jaykrishna, Mr. Mrugesh
Jaykrishna and Munjal M. Jaykrishna Family Trust.
The trustees of Munjal M. Jaykrishna Family Trust are Mr. Munjal Jaykrishna (son of Ms.
Paru and Mr. Mrugesh Jaykrishna) and Ms. Sejal Jaykrishna (wife of Mr. Munjal
Jaykrishna). The beneficiaries of the Munjal M. Jaykrishna Family Trust are Mr. Munjal
Jaykrishna, Ms. Sejal Jaykrishna, Sachin Munjal Jaykrishna Trust (its beneficiaries are Mr.
Sachin Munjal Jaykrishna and Ms. Sejal Munjal Jaykrishna) and Namrata Munjal Jaykrishna
Trust (its beneficiaries are Ms. Namrata Munjal Jaykrishna and Ms. Sejal Munjal
Jaykrishna). As per the application, Sachin Munjal Jaykrishan and Namrata Munjal
Jaykrishna are children of Mr. Munjal Jaykrishna.
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3.

The application dated August 15, 2014, inter alia stated the following:
a. The Target Company was incorporated on July 04, 1989 as Audichem (India) Private
Limited. It became a public limited company vide certificate dated February 25, 1994 and
later the name was changed to AksherChem (India) Limited on March 21, 2003.
b. The promoter group of the Target Company holds 73.68% of the equity share capital of
the Target Company. The Target Company has filed a scheme of arrangement before the
Honble High Court of Gujarat at Ahmedabad. The scheme of arrangement involves demerger and transfer of CPC Green Division of Asahi Songwon Colors Limited to the
Target Company. On sanction of the scheme of arrangement by the Honble High Court,
the Target Company will issue further shares to the shareholders of Asahi Songwon Colors
Limited. As a result of such further issue of shares post scheme of arrangement, the
shareholding of promoters and promoter group in Target Company will reduce to 70%.
c. The total paid-up equity share capital of the Target Company, as on the date of the
application was 4,95,28,500 divided into 49,52,850 fully paid up shares of 10 each. Post
further issue of shares by the Target Company on sanction of the scheme of arrangement
by the Honble High Court, the total paid-up equity capital of the Target Company would
be 7,31,29,000 divided into 73,12,900 fully paid up shares of 10 each.
d. The Acquirer is a private family trust. The trustees and the beneficiaries of the Acquirer are
the family members of the Jaykrishna family (hereinafter referred to as promoter family).
The proposed acquisition of shares by the Acquirer is pursuant to a private family
arrangement in order to streamline the succession and welfare within the promoter family
and the same would be a non-commercial transaction.
e. Ms. Paru M. Jaykrishna is the Chairman and Managing Director of the Target Company
and involved in the day to day management and control of it. Mr. Munjal Jaykrishna is the
Trustee of Munjal M. Jaykrishna Family Trust and is Joint Managing Director of the Target
Company.
f. As a result of the proposed acquisition by the Acquirer, the total equity share capital of the
Target Company will not change.
g. The Acquirer would purchase the shares from Ms. Paru M. Jaykrishna and Mr. Gokul
Jaykrishna by way of block deal on the stock exchange in terms of the SEBI Circular dated
September 02, 2015, in a phased manner at a price prevailing on the stock exchange on the
date of respective tranche of acquisition, out of the funds gifted by the Trustees/
beneficiaries of the Acquirer.
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h. The control over the Target Company will continue to remain with the promoter group
and there will be no change in control or management of the company.
4.

The proposed acquisition would increase the holding of Acquirer from NIL to 43.28% in
the Target Company, thus triggering Regulation 3(1) of the Takeover Regulations. The
application has been made in respect of the said acquisitions in the Target Company,
seeking exemption from making an open offer in terms of the Regulation 3 of the
Takeover Regulations, on following ground:
a. The proposed acquisition of 25,43,572 shares (from Ms. Paru M. Jaykrishna being 34.78%)
and 6,21,248 shares (from Mr. Gokul Jaykrishna being 8.50%), by Acquirer is an internal
family reorganization within the promoter family. The beneficiaries of the Trust shall be
only the members of the promoter family and/ or entities that are owned and controlled
by members of the promoter family.
b. The proposed acquisition is only a private family arrangement intended to streamline the
succession and welfare of Jaykrishna family and would be a non-commercial transaction
which would not affect or prejudice the interests of the public shareholders of the Target
Company, in any manner.
c. The Acquirer is an entity set-up by the promoters of the Target Company and would fall
within the definition of promoter group under the SEBI (Issue of Capital & Disclosure
Requirements) Regulations, 2009 as the Trustees and beneficiaries of the Acquirer are
family members of Ms. Paru M. Jaykrishna and Mr. Munjal Jaykrishna, promoters of the
Target Company.
d. Ms. Paru M. Jaykrishna and Mr. Munjal Jaykrishna have been holding the shares in the
Target Company for a period of more than three (3) years.
e. The proposed acquisition would not result in any increase/ decrease in the holding of the
promoters and promoter group and the same would not result in change in control and
management of the Target Company. The pre-acquisition and post-acquisition
shareholding of the promoter group in the Target Company would remain same.
f. The proposed transfer of shares of the Target Company is not to any third parties but to
private family trust, whose trustees and beneficiaries are the family members of the
promoter family and their bloodline descendants.
g. The Acquirer will be regarded as a person acting in concert with the promoters in terms of
the Regulation 2(1)(q) of the Takeover Regulations.
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5.

As SEBI had certain concerns regarding the enforceability, transparency, control, benefit
to investors, inheritance tax, when the Acquirer is a trust. It sought the comments of the
applicant on the same vide e-mail dated March 20, 2015. The Acquirer vide e-mail dated
March 27, 2015, submitted following comments:
a. Trustees of the Trust are individuals who always represent the Trust and all regulations can
be enforced on the trustees in their individual capacity. Accordingly, there is no difficulty
as regards enforceability if the shares of the listed companies are held by the trustees for
the benefit of the beneficiaries.
b. The Trust is a private family trust. Its trustees and ultimate beneficiaries are individuals
from the Jaykrishna family. These individuals are promoters and are in control of the listed
companies. The structure in no way results in lack of transparency and does not impact the
interest of investors.
c. There is no change in control/ beneficial ownership of the Target Company. Any change
in the trustees/ beneficiaries in future would have implications under the applicable
Takeover Regulations.
d. As there is no change in control/ ownership of the Target Company, therefore, there is
also no question of giving an opportunity to the investors to exit.
e. The transfer to the Trust is for efficient succession planning and more than that to hold
the controlling interest in the listed company in one entity rather than spreading the
holding amongst different individuals which may not be in the best interest of the
Company and investors. Further, there is no legislation, current or proposed, for levy of
any inheritance tax in India. Therefore, there is no question of saving or avoiding the same.

6.

Pursuant to the same, the Acquirer vide letter dated July 18, 2015, undertook as under:
a. Where there is a change in the trustees or beneficiaries of the Trust resulting in change in
control of the Target Company, then, in that case such change in trustee or beneficiary
shall be in compliance with the Takeover Regulations and necessary intimation shall be
made to the stock exchanges.
b. Where SEBI initiates any proceedings against the Trust in its capacity as a promoter, the
trustees who are also the beneficiaries and found liable for any violation shall continue to
be liable in the same manner as if such trustees have been acting as promoters in their
individual capacity.
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c. The trustees/ applicants undertake that no outsider other than the family members and
their descendants shall be part of the Trust in any form whatsoever. In case, the Trust
introduces any outsider, the same will be treated as change in control and will be subject to
compliance with the Takeover Regulations. In case there is any change in the beneficial
interest of the beneficiaries of the Trust, the same would be subject to disclosures as per
the Takeover Regulations.
7.

The application of the Acquirer was referred to a Panel of Experts (hereinafter referred to
as 'the Panel') to make recommendation thereon, in terms of the proviso to Regulation 11(5)
of the Takeover Regulations. After examination of the facts and circumstances stated in
the application, the Panel in its meeting dated September 19, 2015, recommended as
underThe basis of the above exemption is that the holding of the concerned LLP/ Trust is in substance,
only a mirror image of the holdings of the individual members of the concerned family and
consequently, there is no real change of ownership or control of the shares or voting rights in the target
company. Necessarily therefore, the exemption must be on the following conditions:(i) The LLP/ Trust Deed must contain the following covenants and the following undertakings
must be furnished by the transferors and the LLPs/ Trusts:a. Any change in the trustees/beneficiaries/partners and any change in ownership or control of
shares or voting rights held by the LLP/Trust shall be disclosed to the concerned stock
exchanges;
b. The provisions of the SEBI Act and the regulations framed thereunder will apply on the
basis that the ownership or control of shares or voting rights vests not only directly with the
LLP/ Trustees but also indirectly with the partners/beneficiaries.
(ii) The Trust Deed/ LLP agreement shall be amended to ensure that it does not contain any
limitation of liability of the trustees/ beneficiaries/ partners in relation to the provisions of the
SEBI Act and all regulations framed thereunder.
(iii) The liabilities and obligations of the individual transferors under the SEBI Act and the
regulations framed thereunder will not change or get diluted due to the above transfers to the LLPs/
Trusts.

8.

SEBI vide its letter dated October 20, 2015, informed the Acquirer of the
recommendation of the Panel and also asked the acquirer to submit the revised
undertaking incorporating the recommendations of the Panel (if the same were acceptable
to it), in order to proceed with the application. The Acquirer vide letter dated November
02, 2015, submitted the following undertaking as per the recommendations of the Panel.
1. The Trust Deed/ LLP agreement shall contain the following covenants and we undertake the
following:

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a. Any change in the trustees/ beneficiaries/ partners and any change in ownership or control of
shares or voting rights held by the Trust/ LLP shall be disclosed to the concerned stock
exchanges;
b. The provisions of the SEBI Act and the regulations framed thereunder will apply on the basis
that the ownership or control of shares or voting rights vests not only directly with the Trustees/
LLP but also indirectly with the beneficiaries/ partners.
2. The Trust Deed/ LLP agreement shall be amended to ensure that it does not contain any
limitation of liability of the trustees/ beneficiaries/ partners in relation to the provisions of the
SEBI Act and all regulations framed there under.
3. The liabilities and obligations of the individual transferors under the SEBI Act and the
regulations framed thereunder will not change or get diluted due to the above transfers to the Trusts/
LLPs.
Thereafter, vide e-mail dated January 13, 2016, the transferors (Mr. Gokul Jaykrishna and
Ms. Paru M. Jaykrishna) also furnished similar undertaking.
9.

Subsequently, the transferors submitted letters dated February 08, 2016 (forwarded vide email dated February 09, 2016), indicating their consent with respect to their transfer of
shares in pursuance of the proposed transaction. In this regard, I note that (a) Paru M. Jaykrishna had stated the following:
With respect to the application in connection with the subject matter, I undertake the following;
1. I have no objections with respect to the proposed transfer of 37.74% Equity Shares of
Asahi Songwon Colors Limited to Mrugesh Jaykrishna Family Trust -1 and 34.78%
Equity Shares of AksharChem (India) Limited to Mrugesh Jaykrishna Family Trust-2;
and
2. I hereby provide my full consent for proposed internal reorganization within Jaykrishna
Family as stated above.
..
(b) Gokul M. Jaykrishna, the other transferor, had stated the following:
With respect to the application in connection with the subject matter, I undertake the following;
1. I have no objections with respect to the proposed transfer of 12.26% equity shares of Asahi
Songwon Colors Limited to Gokul M. Jaykrishna Family Trust and 8.50% and 6.89%
equity shares of Aksharchem India Limited to Mrugesh Jaykrishna Family Trust-2 and
Munjal M. Jaykrishna Family Trust respectively; and
2. I hereby provide my full consent for proposed internal reorganization within Jaykrishna
Family as stated above.
..

10.

The Acquirer has submitted that the Target Company had filed a scheme of arrangement
before the Honble High Court of Gujarat, involving de-merger and transfer of CPC
Green Division of Asahi Songwon Colors Limited (Asahi) to the Target Company. It has
also been submitted that on sanction of the scheme of arrangement by the Honble High
Court, the Target Company will issue further shares to the shareholders of Asahi. As a
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result of such further issue of shares post scheme of arrangement, the shareholding of the
promoters and promoter group in the Target Company will reduce to 70%. It is noted that
the scheme of de-merger as discussed in the application was sanctioned by the Honble
High Court of Gujarat vide its order dated November 29, 2014. In terms of the said
scheme, further issue of shares have been made to the shareholders of Asahi. The
shareholding of the promoters and the promoter group before and after the proposed
acquisition will be as under:
Before the proposed acquisition
Shareholding preShareholding
demerger
post demerger
No. of % of share No. of % of share
shares
capital
shares
capital
Paru M. Jaykrishna 16,52,792 33.37% 24,43,572 34.78%
Gokul Jaykrishna
8,36,372
16.89% 11,25,805 15.39%
Munjal Jaykrishna
8,36,372
16.89% 11,25,805 15.39%
Acquirer
0
0
0
0
Others
3,23,922
6.54% 3,24,037
4.43%
Promoters and the
Promoter group

11.

Propos
ed
Transa
ction

After the proposed

acquisition

No. of % of share
shares
capital
-34.78%
0
0
-8.50% 5,04,557
6.89%
0
11,25,805 15.39%
43.28% 31,64,820 43.28%
0
3,24,037
4.43%

I have considered the application of the Acquirer, the report of the Panel, the revised
undertaking of the Acquirer, the no-objection from the transferors in respect of the
proposed transaction and the material available on record. As per the application, the
Acquirer (Mrugesh Jaykrishna Family Trust 2) proposes to acquire 25,43,572 shares
(about 34.78%) from Ms. Paru M. Jaykrishna and 6,21,248 shares (8.50%) from Mr. Gokul
Jaykrishna. The acquisition of the said shares is proposed to be done by way of block deal
in terms of the SEBI Circular dated September 02, 2005, in a phased manner at the price
prevailing on the stock exchange as on the date of respective tranche of acquisition.
Pursuant to the said acquisition, the Acquirer would be eligible to exercise 43.28% voting
rights in the Target Company. The said proposed acquisition would trigger Regulation 3(1)
of the Takeover Regulations as same taken together with stake held by PACs would entitle
the Acquirer and PACs to exercise more than 25% voting rights in the Target Company,
unless the open offer requirement is exempted by SEBI under Regulation 11 of the
Takeover Regulations.

12.

The Acquirer has submitted that it is set-up by the promoters of the Target Company and
would fall within the definition of promoter group under the SEBI (Issue of Capital &
Disclosure Requirements) Regulations, 2009 as its trustees and beneficiaries are family
members of Ms. Paru M. Jaykrishna and Mr. Munjal Jaykrishna, promoters of the target
company. The Acquirer has also stated that it would be regarded as person acting in
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concert with the promoters of the Target Company in terms of Regulation 2(1)(q) of the
Takeover Regulations.
13.

The Panel has observed that the holding of the concerned Trust is in substance, only a
mirror image of the holdings of the individual members of the concerned family and
consequently, there is no real change of ownership or control of the shares or voting rights
in the Target Company. However, for additional safeguards, as advised by the Panel, the
Acquirer has given an undertaking dated November 02, 2015 that in case of any change in
the trustees/ beneficiaries and any change in ownership or control of shares or voting
rights held by the Trust, shall be disclosed to the concerned stock exchanges and that the
provisions of the SEBI Act and the regulations framed thereunder will apply on the basis
that the ownership or control of shares or voting rights vests not only directly with the
Trustees but also indirectly with the beneficiaries. The Acquirer also assured that the Trust
Deed shall be amended to ensure that it does not contain any limitation of liability of the
trustees/ beneficiaries in relation to the provisions of the SEBI Act and the regulations
framed thereunder and that the liabilities and obligations of the individual transferors
under the SEBI Act and the regulations framed thereunder will not change or get diluted
due to the above transfers to the Trust.

14.

I also note the following:

a. The proposed acquisition of shares is not being done to third parties but to the private
family trust. The same would only be within the persons of the promoter group. The two
promoters namely Ms. Paru M. Jaykrishna and Mr. Gokul Jaykrishna are transferring their
shares in the Target Company to the Acquirer, the beneficiaries of which are again the
family members of the Jaykrishna family.
b. The proposed acquisition is only a private family arrangement to streamline the succession
and welfare of Jaykrishna family.
c. There would be no effective change in the exercise of the voting power or in the control/
management of the Target Company.
d. There would be no change in control and management in the Target Company pursuant to
the proposed transaction.
e. The proposed transferors have also indicated their consent with respect to their transfer of
shares to the proposed acquirer.

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15.

In view of the above and the fact that the Acquirer has consented and has provided the
undertaking as recommended by the Panel, I consider it to be a fit case for granting
exemption from the requirements of Regulation 3 of the Takeover Regulations.

16.

In view of the foregoing, I, in exercise of the powers conferred under Section 19 of the
Securities and Exchange Board of India Act, 1992 read with Regulation 11(5) of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, hereby granted exemption to the proposed Acquirer, Mrugesh
Jaykrishna Family Trust - 2, from complying with the requirements of Regulation 3 of
the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 with respect to its proposed acquisition of 31,64,820 shares
(i.e. 43.28%) of the Target Company, AksharChem (India) Limited, subject to the
following conditions:
a. The proposed acquisition shall be in accordance with the relevant provisions of the
Companies Act, 2013 and other applicable laws.
b. The Trust Deed shall be revised as undertaken by the acquirer and the transferors within a
period of 30 days from the date of this Order and furnish an authenticated copy of the
same to SEBI.
c. The proposed acquisition shall be completed within a period of 30 days after revision of
the Trust Deed. On completion of transaction, the acquirer shall file a report with SEBI in
the manner provided in the Takeover Regulations, within a period of 21 days from the
date of such acquisition.
d. The statements/ averments made or facts/ figures given in the application and in the
subsequent correspondence by the Acquirers are true and correct to their best knowledge.
e. The proposed Acquirer/ Trust, its beneficiaries and Trustees, transferors shall honour the
undertaking given pursuant to the recommendation of the Takeover Panel in this case.
f. The Acquirers/ Target Company shall ensure compliance with the statements, disclosures
and undertakings made in the application and in their subsequent correspondence.

17.

The exemption granted above is limited to the requirements of making open offer under
Regulation 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,
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2011, the compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Listing Agreement/ the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 or any other applicable Acts, Rules and Regulations.
18.

Accordingly, the application dated August 15, 2014 filed by Mrugesh Jaykrishna Family
Trust 2 is disposed off.

Date: March 10th, 2016

Place: Mumbai

PRASHANT SARAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

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