SEBI Exempts Jay Mehta Family Trust From Saurashtra Cement Open Offer Requirement
SEBI grants exemption in Saurashtra Cement open offer case.
The Securities and Exchange Board of India (SEBI) on Tuesday exempted the Mehta Family Trust, associated with Bollywood actor Juhi Chawla and industrialist Jay Mehta, from making an open offer for the proposed indirect acquisition of shares and voting rights in Saurashtra Cement Ltd. The exemption was granted after the regulator determined that the transaction was part of an internal restructuring exercise within the promoter family.
The proposed transaction involves Jay Mahendra Mehta transferring his 49.99% stake in Galaxy Technologies Pvt Ltd to the Mehta Family Trust. In addition, Juhi Chawla Mehta will transfer her 50.04% profit-sharing and voting rights in Omna Enterprises LLP to the trust. Galaxy Technologies and Omna Enterprises LLP are part of the promoter and promoter group of Saurashtra Cement and together hold a 24.04% stake in the company.
SEBI observed that the proposed indirect acquisition would normally require an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. However, the regulator granted the exemption after noting that the move was intended to consolidate family holdings and support succession planning rather than create a commercial change in ownership.
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In its order, SEBI Whole Time Member Kamlesh Chandra Varshney said the Mehta Family Trust was exempted from complying with open offer requirements related to the indirect acquisition of Saurashtra Cement shares. The regulator stated that the transaction was non-commercial in nature and would not adversely affect the interests of public shareholders.
SEBI clarified that there would be no change in control of Saurashtra Cement following the proposed acquisition. The promoter group’s shareholding will remain at 66.62%, while public shareholding will continue at 33.38%. The regulator also noted that the trust includes only existing promoters, their immediate family members and lineal descendants, making it similar in structure to the current promoter ownership arrangement.
The exemption has been granted subject to certain conditions, including submission of a report within 21 days from the date of acquisition. SEBI also clarified that the approval applies only to the open offer obligation and does not remove other regulatory compliance requirements. The exemption will remain valid for one year from the date of the order, within which the proposed acquisition must be completed.
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