Authority: Kamlesh Chandra Varshney, Whole Time Member, Securities and Exchange Board of India

Order Date: July 30, 2026

Case Overview

The order concerns an application filed by Mrs. Chander Kala Goyal (Acquirer 1) and CKG Family Trust (Acquirer 2) seeking exemption from making an open offer under regulations 3(1) and 4 read with regulation 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations). The application dated February 04, 2026, with subsequent submissions through June and July 2026, proposed a direct and indirect acquisition of shares and voting rights in Ajanta Soya Limited (Target Company), a BSE-listed company with an issued and paid-up capital of INR 16,09,65,980 divided into 8,04,82,990 equity shares of INR 2 each.

The proposed transaction was structured in two phases involving internal family reorganization. In Phase I, Mrs. Chander Kala Goyal would acquire 3,76,004 equity shares (51.02%) of Cosmic Alloys and Metal Works Private Limited (CAMWPL) by way of gift from family members. CAMWPL holds 90,00,000 shares (11.18%) in Ajanta Soya and is part of the promoter group. In Phase II, Mrs. Goyal would transfer by way of gift (without consideration) to CKG Family Trust: (A) her entire direct shareholding in Ajanta Soya of 2,97,21,877 shares (36.93%), and (B) the 3,76,004 shares (51.02%) of CAMWPL acquired in Phase I.

Post-transaction, the Acquirer Trust would hold direct and indirect rights over shares constituting 49.45% of Ajanta Soya's share capital (pre-existing 1.34% + direct 36.93% + indirect 11.18% via CAMWPL). This would trigger open offer obligations under SAST Regulations. The applicants argued for exemption on grounds that the transaction was a non-commercial, internal family restructuring for succession planning, involving no change in overall promoter shareholding (remaining at 49.80%) or control of the Target Company. The Acquirer Trust, an irrevocable discretionary family trust, was stated to be in compliance with conditions specified in Chapter 8 of the SEBI Master Circular (SEBI/HO/CFD/PoD-1/P/CIR/2023/31).

Final Outcome

SEBI granted exemption to Mrs. Chander Kala Goyal and CKG Family Trust from complying with the open offer requirements of regulation 3 read with regulation 5 of the SAST Regulations, 2011. The exemption is subject to conditions including: (a) compliance with the Companies Act, 2013 and other laws; (b) filing a report with SEBI within 21 days of acquisition completion; (c) accuracy of statements in the application; (d) compliance with undertakings made and the SEBI Master Circular; and (e) ensuring trust deed covenants align with these conditions. The exemption is limited to open offer requirements and does not exempt disclosure obligations under SAST Regulations, PIT Regulations, or LODR Regulations. It remains valid for one year from the order date (until July 29, 2027), after which it will lapse if not implemented.

Topics: SEBI Exemption, Open Offer, Promoter Shareholding