December 03, 1997
PR No. 149/1997

Orders Passed by the Board
IIMARP Department

Macmillan India Ltd. H. M. Publishers Holding Ltd which is holding 39.98% shares of Macmillan India Ltd., had made an application seeking exemption from the making of a public offer in respect of the acquisition of 3,10,500 shares amounting to 11% of the shares from ICICI, under the provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. On the ground that the application for grant of exemption has been made by the target company and not the acquirer as required under the Regulations and hence was not maintainable, the Takeover Panel recommended to SEBI, the rejection of the application.
However when the matter was taken up for consideration by the Board, it was admitted that H. M. Publishers Holding Ltd. had already acquired 11% shares of Macmillan India Ltd increasing its stake to an extent of 51%. Hence SEBI directed it to make an offer to the remaining share holders and to submit an offer document to SEBI for its consideration failing which action would be initiated against the company. This order is however not to be construed as having condoned the violation committed by the acquirers. Hilton Rubbers Ltd. Shri. Sanjay Khilachand, Vice Chairman & Managing Director of Hilton Rubbers Limited and Shri. Gajraj Jain who together hold 32.56% of the share capital of Hilton Rubbers Limited filed an application before SEBI seeking exemption from the making of the public offer under the SEBI (Substantial Acquisition of Shares and Take-overs) Regulations, 1997 in the matter of the acquisition of 10,23, 286 shares constituting 27.34% of the paid up capital of Hilton Rubbers Limited from Shri. N.S.Khanna, the erstwhile Chairman and Shri. Ravi Khanna and their associates at a negotiated price of Rs. 13 per share. 
The Panel which had earlier recommended the rejection of the application, on the ground that when an open offer to acquire a minimum of 20% of the shares of Hilton Rubbers Limited @ of Rs. 20.29 per share had been made in March, 1997, the shares that are sought to be presently acquired were not offered in the said open offer, reiterated its earlier recommendation rejecting the application which had been forwarded to it for review on the request of the acquirers. 
SEBI while considering the matter, inter alia held that as the acquirers sought to increase their stake in Hilton Rubbers Limited to an extent of 59.90%, the present acquisition amounted to consolidation of holdings and in terms of the provisions of the Take-over Regulations, the remaining share holders should be given an opportunity to sell their shares and accordingly rejected the application seeking exemption and directed the acquirers to make an open offer to the remaining shareholders of Hilton Rubbers Limited in terms of the Take-over Regulations.