September 10, 2004
PR No. 220/2004

In the matter of acquisition of shares of M/s. Empee Sugars and Chemicals Limited by M/s Empee Distilleries Limited

An Order dated August 31, 2004 was passed by Shri T.M. Nagarajan, Whole Time Member, SEBI, directing that the report of May 16, 2003 submitted by M/s. Empee Distilleries Ltd. (Acquirers) regarding acquisition of share holdings in M/s. Empee Sugars and Chemicals Ltd. be taken on record.
 
As per the aforesaid order, when the acquirer submitted a report claiming exemption under Regulation3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, it was observed that the names of persons constituting the ‘group’ had not been shown as ‘group’ in the Annual Report of the target company for the year 2001-02 which was a pre-condition for granting exemption under the said Regulation. This acquisition was not, therefore, considered prima facie eligible for the exemption.
 
It was pleaded by the acquirer that the said requirement of disclosure of ‘group’ in the target company’s Annual Report came into force effective September 9, 2002. The impugned transaction took place on May 15, 2003. The said disclosure of "Group", therefore, should have been made in the Annual Report of the target company for 2001-02, which was published on November 11, 2002 but the new regulatory requirement was lost sight of, due to inadvertence. However, it was submitted that necessary disclosures to Target Company and to the Stock Exchange were made as per the requirement of Takeover Regulations.
 
In light of the above, the aforesaid order has been passed, to take on record the Report submitted on May 16, 2003.
 
 
Mumbai
 
September 10, 2004