April 12, 2004
PR No. 85/2004

In the matter of acquisition of shares of Trident Alco Chem Ltd. under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Shri Varinder Gupta and M/s Mayadevi Polycot Ltd. (Acquirers) filed a report dated 26.06.02 with SEBI under Reg. 3(4) for claiming exemption under Reg. 3(1)(e)(i) of the captioned Regulations for the acquisition of 49,88,800 (61.97%) equity shares of Trident Alcochem Ltd. (Target company) on 08.06.02 from Trident Infotech Corp. Ltd., ANG Securities Ltd. and Abhishek Industries Ltd. (Transferors). As a result of the said acquisition, the collective shareholding of the acquirers increased from 0.06% to 62.03%. 
As the aforesaid acquisition of 61.97% shares was prima facie found to be in violation of the provisions of Reg. 10 & 12 read with Reg. 14(1) and 14(3) of the Regulations, a Show Cause Notice was issued to the acquirers on 14.11.03. The Acquirers made their submissions vide letter dated 15.11.03. Thereafter, an opportunity of personal hearing was granted to the acquirers on 23.02.04 pursuant to which, the acquirers made further written submissions vide letter dated 24.02.04. 
Taking into consideration the above, SEBI held that the acquirers and the transferors had not complied with the reporting requirements of Chapter II of the captioned Regulations, which is one of the provisions of Reg. 3(1)(e)(i) and hence the said acquisition of 61.97% do not fall within the ambit of Reg. 3(1)(e)(i). Therefore, the acquirers have violated Reg. 10 read with Reg. 14(1) and 14(3) of the captioned Regulations. In view of the above, SEBI vide order dated 31.03.2004 directed that the Adjudication proceedings be initiated as under-

  1. under section 15A(b) of the SEBI Act, 1992 for non compliance of Regulations 6 and 8 of the said Regulations by the acquirers and transferors.

  2. under section 15H(ii) of the SEBI Act, 1992 for non compliance of Regulation 10 read with Regulation 14(1) and 14(3) of the said Regulations.