Sebi exempts Roshni Nadar from making open offer in two HCL entities

Sebi on Friday exempted promoter Roshni Nadar Malhotra from making open offers in relation to proposed additional share acquisitions in HCL Technologies and HCL Infosystems. HCL Technologies and HCL Infosystems are listed on BSE and NSE.

The orders came after Roshni Nadar Malhotra filed two separate applications with the regulator on September 30 and sought exemption from provisions of Sebi's SAST (Substantial Acquisition of Shares and Takeovers) regulations.

Granting an exemption from the open offer, Sebi noted that the proposed acquisitions are part of a family succession plan, ensuring stability and continuity in ownership and control of the two companies.

Sebi, in two separate orders, allowed Roshni Nadar Malhotra to indirectly acquire shares in HCL Corporation and Vama Sundari Investments (Delhi) Pvt Ltd -- two promoters of HCL Technologies and HCL Infosystems -- through inter-generational gifting from her father Shiv Nadar.

Malhotra will acquire a 47 per cent stake each in HCL Corporation and Vama Sundari Investments, the promoters of HCL Technologies and HCL Infosystems.

Currently, she holds a 10.33 per cent stake each in the two promoter entities.

After acquiring additional shares from her father, Malhotra's stake in HCL Corporation and Vama Sundari Investments will rise to 57.33 per cent.

Post-acquisition of shares, there will be no impact on promoter holding in HCL Technologies and HCL Infosystems, which will remain unchanged at 60.82 per cent and 62.89 per cent, respectively.

In its order, Sebi said the acquisitions qualify as inter-se promoter transfers between immediate relatives and fulfil conditions under the Takeover Regulations for exemption from open offer obligations.

The board cited precedence from similar cases, including that of Nuvoco Vistas Corporation, and affirmed that there is no adverse impact on public shareholders.

Malhotra's acquisition of shares in HCL Corp and Vama Sundari Investments also resulted in the indirect acquisition of shares and voting rights in the two companies - HCL Technologies and HCL Infosystems.

However, the markets watchdog emphasised that the transfers are non-commercial in nature, aimed solely at family reorganisation and succession planning.

"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, with respect to 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.

Further, Sebi said the exemption granted is limited to the requirements of making an open offer under the Takeover Regulations, 2011, and will not be construed as an exemption from the disclosure requirements.

The exemption is valid for one year, subject to conditions, including filing a report with Sebi post-acquisition and adherence to statutory disclosure norms.