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LMW Limited Major Shareholding Notification 2020

Feb 18, 2020

60846_rns_2020-02-18_800e2031-7ea9-44de-a65e-b39f6dde4087.pdf

Major Shareholding Notification

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Date: 18/02/2020

.
BSE Limited National Stock Exchange of India Limited
Listing Department Listing Department
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Mumbai - 400001 Bandra Kurla Complex,
Telephone: +91 22 22721233 Bandra (E), Mumbai - 400 051.
Fax: 022 2272 3121/022 2272 2037/022 2272 Tel No: (022) 26598100-14 / 66418100
2041/022 2272 2061 Fax No: (022) 26598120
Email: [email protected] Email: [email protected]

Dear Sir / Madam,

$\mathbf{T}_{\mathbf{A}}$

Subject: Disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

  • I. Please note that pursuant to SEBI order dated June 04, 2019 ("SEBI Order"), SEBI has granted an exemption for indirect acquisition of interest in the Target Company (Lakshmi Machine Works Limited) by Adi Narayana Family Trust.
  • II. Currently, Lakshmi Technology and Engineering Industries Limited ("LTE") and Lakshmi Cargo Company Limited ("LCC") are part of the Promoter Group of Target Company, wherein LTE & LCC holds 6.36 % & 10.06 % respectively in the Target Company.
  • III. Pursuant to the Scheme of Amalgamation as approved by Honourable National Company Law Tribunal, Chennai Bench, 1) Sowbarniha Resorts Private Limited ("SRPL") got merged with Lakshmi Technology and Engineering Industries Limited and 2) Revantha Holdings Limited ("RHL") got merged with Lakshmi Cargo Company Limited ("LCC").
  • IV. Before merger, the acquirer "Adi Narayana Family Trust" held 99.99 % of shares in each of SRPL & RHL. Upon completion of the merger process, the acquirer would hold 90.20% in LTE and 88.39% in LCC respectively.
  • V. Accordingly, the acquirer trust would indirectly acquire interest over 16.42% shares of the Target Company through acquisition of controlling stake in LTE & LCC.
  • VI. In compliance with the SEBI Order, as on date, on completion of above referred Scheme of Amalgamation and upon allotment of shares by LTE and LCC to the shareholders of SRPL & RHL, the acquirer had obtained 90.20% shares in LTE and 88.39% shares in LCC, thereby indirectly obtained 16.42 % of interest in the Target Company.
  • VII. Therefore, in accordance with the SEBI Order, we would like to inform you that, Adi Narayana Family Trust has indirectly acquired interest in shares or voting rights in Lakshmi Machine Works Limited exceeding 5% of the shares or voting rights.

In view of the above, please find attached the requisite disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Yours faithfully, For Adi Narayana Family Trust $a \sim a$

Sanjay Jayavarthanavelu Managing Trustee

DISCLOSURE UNDER REGULATION 29(1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 $\overline{a}$

Part-A-Details of the Acquisition

Name of the Target Company (TC) Lakshmi Machine Works Limited
Name(s) of the acquirer and Persons Acquirer: Adi Narayana Family Trust
Acting in Concert (PAC) with the
acquirer Persons Acting in Concert (PAC):
Mr Sanjay Jayavarthanavelu
i.
ii.
Mrs Dr Lalithadevi Sanjay Jayavarthanavelu
iii.
Mr Jaidev Jayavarthanavelu
Ms Shivali Jayavarthanavelu
iv.
v. Mrs J Rajyalakshmi
Mrs Uttara Ravi
vi.
vii.
Mrs Nethra J S Kumar
viii. M/s. Lakshmi Technology and Engineering Industries
Limited
ix. M/s. Lakshmi Cargo Company Limited
Whether the acquirer belongs
to		 Yes (Adi Narayana Family Trust is formed for the benefit of
Promoter/Promoter group the family members of Mrs. J Rajyalakshmi, one of the
Promoter Group members of Lakshmi Machine Works
Limited).
Name(s) of the Stock Exchange(s) BSE Limited and National Stock Exchange of India Limited
where the shares of TC are Listed
Details of the acquisition as follows Number % w.r.t. total % w.r.t. total diluted
share/voting share/voting capital of
capital the $TC$ (**)
wherever
applicable (*)
(This disclosure is made pursuant to acquisition of indirect
Before
acquisition
the
under
consideration, holding of acquirer interest in the Target Company. Please refer to Note 1 below
along with PACs of: for details.)
(a) Shares carrying voting rights 20,47,618# 19.17 19.17
(b) Shares
in
the
nature
of		 N/A N/A N/A
encumbrance (pledge/ lien/non-
disposal undertaking/others)
(c) Voting rights (VR) otherwise N/A N/A N/A
than by equity shares
$\overline{(d)}$ Warrants/convertible N/A N/A N/A
securities/any other instrument
that entitles the acquirer to
receive shares carrying voting
rights in the TC (specify holding
in each category)
(e) Total $(a+b+c+d)$ 20,47,618 19.17 19.17
Details of acquisition: (This disclosure is made pursuant to acquisition of indirect
interest in the target company. Please refer to Note 1 below
for details.)
(a) Shares
carrying voting rights
acquired		 Nil Nil Nil
RANAFARRI
(b) VRs acquired otherwise than by N/A N/A N/A
equity shares
(c) Warrants/convertible N/A N/A N/A
securities/any other instrument
that entitles the acquirer to
receive shares carrying voting
rights in the TC (specify holding
in each category) acquired
(d) Shares
in
the
of
nature		 N/A N/A N/A
encumbrance (pledge/ lien/ non-
disposal undertaking/others)
(e) Total $(a+b+c+/-d)$ Nil Nil Nil
After the acquisition, holding of
acquirer along with PACs of:
(a) Shares carrying voting rights 20,47,618# 19.17 19.17
(b) VRs otherwise than by equity N/A N/A N/A
shares
(c) Warrants/convertible N/A N/A N/A
securities/any other instrument
that entitles the acquirer to
receive shares carrying voting
rights in the TC (specify holding
each
after
in
category)
acquisition
(d) Shares
of
in
the
nature		 N/A N/A N/A
encumbrance (pledge/ lien/ non-
disposal undertaking/ others)
(e) Total $(a+b+c+d)$ 20,47,618 19.17 19.17
Mode of acquisition (e.g. open Note $1$ :
market / public issue / rights issue /
preferential allotment / inter se There is no direct acquisition of shares of Lakshmi Machine
transfer /encumbrance, etc.) Works Limited. Pursuant to SEBI order dated June 04, 2019
("SEBI Order"), SEBI has granted an exemption for indirect
acquisition of interest in the Target Company (Lakshmi
Machine Works Limited) by Adi Narayana Family Trust
("Acquirer Trust").
Pursuant to the Scheme of Amalgamation between
1. Sowbarniha Resorts Private Limited ("SRPL") with
Lakshmi Technology and Engineering Industries Limited
$("LTE")$ &
2. Revantha Holdings Limited ("RHL") with Lakshmi Cargo
Company Limited ("LCC")
the acquirer trust has acquired indirect interest in the Target
Company in compliance with the SEBI Order.
Salient features of the securities
acquired
including
time
till		 Not Applicable
redemption, ratio at which it can
be converted into equity shares,
etc.
Date of acquisition of date of 17.02.2020
receipt of intimation of allotment
of
shares
VR/		 ATAFAW
warrants/convertible securities/any Ç
$\overline{a}$
設
Све

$\frac{1}{2}$

$\sim$

$\boldsymbol{\delta}$

$\frac{d\mathbf{r}}{d\mathbf{r}} = \frac{1}{2} \mathbf{r} \mathbf{r} \mathbf{r}$

$\mathcal{L}$

other instrument that entitles the
acquirer to receive shares in the
TC. `
Equity share capital / total voting
capital of the TC before the said
acquisition		 1,06,83,000 Equity Shares of Rs. 10/- each
Equity share capital/ total voting
capital of the TC after the said
acquisition		 1,06,83,000 Equity Shares of Rs. 10/- each
Total diluted share/voting capital
of the TC after the said acquisition		 1,06,83,000 Equity Shares of Rs. 10/- each

For ADI NARAYANA FAMIL' trust

Managing

Signature of the acquirer / Authorised Signatory Place: Coimbatore Date: 18th February, 2020

Note:

(*) Total share capital/voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the Listing Agreement.

(Now, regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

(#) The shareholding remains the same before and after the acquisition of the aforesaid shares, since the acquirer has acquired interest in Lakshmi Machine Works Limited through an indirect acquisition.

Encl.: As above

$CC:$

The Company Secretary, Lakshmi Machine Works Limited. SRK Vidvalava Post. Periyanaickenpalayam, Coimbatore - 641 020.

WTM/GM/CFD/ 12 /2019-20

SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER

UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SEBI ACT READ WITH REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011.

IN THE MATTER OF PROPOSED ACOUISITION OF SHARES AND VOTING RIGHTS IN -

TARGET COMPANY LAKSHMI MACHINE WORKS LIMITED
ACQUIRER Adi Narayana Family Trust

BACKGROUND-

    1. Lakshmi Machine Works Limited ("Target Company") was incorporated on September 14, 1962, under the Companies Act, 1956. The Registered Office of the Target Company is at SRK Vidyalaya Post, Perianaickenpalayam, Coimbatore - 641020, Tamil Nadu, India. The shares of the Target Company are listed on BSE Limited ("BSE") and National Stock Exchange ("NSE").
    1. SEBI received an Application dated January 19, 2018 ("Application") from Sanjay Jayavarthanavelu, Trustee/ Managing Trustee of Adi Narayana Family Trust ("Acquirer Trust") seeking exemption from the applicability of inter alia Regulations 3, 4 and 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"). An Addendum to the said application was received vide letter dated November 14, 2018. Subsequently, a Restated and Amended Deed of Trust dated April 17, 2019 (hereinafter referred to as "Trust Deed") was submitted along with letter dated April 29, 2019 from the Acquirer Trust.
  • 3. As per the Application read with subsequent submissions and the Trust Deed, the following are the brief facts for consideration in this Order -

A. As per the Application, the proposed acquisition of shares by the Acquirer Trusts envisages the following –

  • Currently, Lakshmi Technology and Engineering Industries Limited ("LTE") $(i)$ and Lakshmi Cargo Company Limited ("LCC") holds 6.09% and 9.81%, respectively, of the shareholding of the Target Company.
  • $(ii)$ A scheme of amalgamation and demerger ("the scheme") is proposed between LTE, LCC and other group companies. Significant aspects of the business of LTE and LCC are proposed to be demerged into certain other group companies.
  • (iii) The Acquirer Trust is a private family trust incorporated under a deed of trust dated October 13, 2017, the restated and amended Deed of Trust being dated April 17, 2019 for the benefit of Jaidev Jayavarthanavelu and his lineal descendants.
  • $(iv)$ The Acquirer Trust has 99.99% stake each in two companies named as, Sowbarniha Resorts Private Limited (SRPL) and Reavanth Holdings Limited (RHL). SRPL is proposed to be amalgamated with LTE. Upon completion of amalgamation, the Acquirer Trust will hold 90.20% shares of LTE. Pursuant to the scheme the name of LTE would be changed to 'Chakradhara Aerospace and Cargo Private Limited'. Similarly, RHL is proposed to be amalgamated with LCC. Upon completion of amalgamation, the Acquirer Trust will hold 88.39% shares of LCC. Pursuant to the scheme the name of LCC would be changed to 'Chakradhara Agro Farms Private Limited'.
  • Accordingly, the Acquirer Trust would indirectly acquire over 15.90% shares (v) of the Target Company through acquisition of controlling stake in LTE and LCC.

B. The Settlor, Trustees and Beneficiaries of the Acquirer Trust as per the Trust Deed are as under -

ACQUIRER TRUST
SETTLOR
TRUSTEES		 BENEFICIARIES* RELATIONSHIP
Rajyalakshmi 1. Sanjay
Jayavarthanavelu
2. Jaidev
Jayavarthanavelu
3. Lineal
Descendants
of
Jaidev
Jayavarthanavelu
4. Immediate
relatives
and/or		 Sanjay
Jayavarthanavelu
Jaidev
2.
Jayavarthanavelu
Such
З.
other
members of the
Family, as may be
admitted
as
Beneficiaries of the
Trust,
the
in		 Sanjay J, Jaidev J. and J.
Rajyalakshmi are immediate
family members as well as
declared promoters of Target
Company.
SPANANA F.
Order in the matter of Lakshmi Machine Works Limited z
$\mathcal{L}_{\mathbf{q}}$
$\sqrt{2}$ Prae 2 of 8
é.
Lineal provided
manner
Descendants of J in Clause $2.7.2$ of
Rajyalakshmi. the Trust Deed;
(Family
being
defined as Sanjay
J, Jaidev J and
Lineal descendants
of Jaidev J.)
Immediate
4.
relatives
and/or
Lineal Descendants
of J Rajyalakshmi.

4. Grounds for seeking exemption -

The Application lists the following as being the reasons for the proposed acquisition by the Acquirer Trust and the grounds for exemption from the applicability of regulations 3, 4 and 5 of the Takeover Regulations-

  • i. The Proposed Transaction is being undertaken as a non-commercial transaction and an internal family arrangement intended to streamline succession and welfare of the Sanjay Jayavarthanavelu family (and the lineal decedents of Jaidev Jayavarthanavelu). Pursuant to the proposed transaction there would be no change in the management or control of the Target Company and the Proposed Transaction would not affect or prejudice the interests of the public shareholders of the Target Company.
  • ü. The pre-acquisition and post-acquisition shareholding of the promoter group in the Target Company would remain the same at 15.90%.
  • Any change in the identity of persons having ownership and exercising voting üi. rights over the Target Company would only be between persons, who in their personal capacity, are persons belonging to the promoter and promoter group of the Target Company and/ or are the immediate relatives/ lineal descendants of Sanjay Jayavarthanavelu and Mr. Jaidev Jayavarthanavelu.
  • The Acquirer being a private family trust wherein the trustees and the iv. ultimate beneficiaries are individuals belonging to the family of Mr. Jaidev Jayavarthanavelu (member of the promoter/ promoter group of the Target Company), there is no lack of transparency in respect of the structure of the

Acquirer and the Proposed Transaction in no way affects the interest of the public shareholders.

  1. The Acquirer Trust vide letter dated Nov 14, 2018 confirmed compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017. An additional line of confirmation of compliance with the said SEBI Circular has been provided vide the Acquirer Trust's letter dated April 29, 2019 in reply to SEBI email dated March 22, 2019.

CONSIDERATION -

6. The provisions of the Takeover Regulations relevant to this Order i.e. Regulation 3, 4 and 5 of the Takeover Regulations are reproduced below for ease in reference-

"Substantial acquisition of shares or voting rights,

  1. (1) No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.

i.

(3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert...

Acquisition of control.

  1. Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire, directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations."

Indirect acquisition of shares and control.

$5(1)$ . For the purposes of requiation 3 and requiation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company.

  1. I have considered the Application submitted by the Acquirer and other material available on record. From the preceding paragraphs, it is noted that the Application submitted is in respect of the proposed indirect acquisition of interest in the Target Company i.e. Lakshmi Machine Works Limited. The aforesaid acquisition is proposed to be made by Adi Narayana Family Trust i.e. Acquirer through its managing trustee Mr. Sanjay Javavarthanavelu, in the manner described in the foregoing paragraphs. A tabular depiction of shareholding in the Target Company is provided below:
SR. NAME PRE-ACQUISITION POST-ACQUISITION
No. NO. OF SHARES %
SHAREHOLDING		 No. or
SHARES		 %
SHAREHOLDI
A. PROMOTER / PROMOTER GROUP NG
ı. TECHNOLOGY
AND
LAKSHMI
ENGINEERING INDUSTRIES LIMITED
("LTE") 6,67,090 6.09 6,67,090 6.09
2. COMPANY
CARGO
LAKSHMI
LIMITED ("LCC")		 10,74,468 9.81 10,74,468 9.81
3. OTHERS 15,52,397 14.17 15,52,397 14.17
TOTAL 32,93,955 30.07 32,93,955 30.07
B. PUBLIC SHAREHOLDING 76,61,549 69.93 76,61,549 69.93
C. TOTAL $(A + B)$ 1,09,55,504 100.00 1,09,55,504 100.00

TABLE 1 - SHAREHOLDING IN THE TARGET COMPANY (SOURCE: APPLICATION)

  1. The shareholding structure of LTE and LCC pre and post the proposed corporate restructuring are depicted in Tables 2 and 3 below:
TABLE 2 - SHAREHOLDING IN LAKSHMI TECHNOLOGY AND ENGINEERING INDUSTRIES
LIMITED (SOURCE: APPLICATION)
SR. NAME OF SHAREHOLDER PRE-ACQUISITION POST-ACQUISITION*
No. NO. OF
SHARES		 %
SHAREHOLDING		 NO. OF
SHARES		 %
SHAREHOLDIN
G
SANJAY JAYAVARTHANAVELU 44,346 88.70 44,347 8.70
2. D. THYARAMMAL 1,200 2.40 1,200 0.24
3. J RAJYALAKSHMI 3,600 7.20 3,600 0.71
4. LALITHADEVI SANJAY
JAYAVARTHANAVELU AND SANJAY
JAYAVARTHANAVELU		 51 0.10 52 0.01
5. SHIVALI JAYAVARTHANAVELU 100 0.20 100 0.02
6. JAIDEV JAYAVARTHANAVELU 700 1.40 700 0.14
7. ADI NARAYANA FAMILY TRUST 0 0.00 4,59,998 90.20
8. PUBLIC 3 0.00 0.00
TOTAL 50,000 100.00 5,10,000 100.00

$ae$ 5 of 8

SR. NAME OF SHAREHOLDER PRE-ACQUISITION POST - ACQUISITION*
No. No. of % NO. OF %
SHARES SHAREHOLDIN SHARES SHAREHOLDING
G
1. SANJAY JAYAVARTHANAVELU 7,19,998 72.00 7,19,998 8.36
2. J RAJYALAKSHMI 1,20,000 12.00 1,20,000 1.39
3. LALITHADEVI SANJAY 200
JAYAVARTHANAVELU 0.02 201 0.00
4. SHIVALI JAYAVARTHANAVELU 80,800 8.08 80,800 0.94
5. JAIDEV JAYAVARTHANAVELU 79,000 7.9 79,000 0.92
6. ADI NARAYANA FAMILY TRUST o 0.00 76,09,993 88.39
7. PUBLIC 0.00 8 0.00
TOTAL 10,00,000 100.00 86,10,000 100.00
*Post sanction of merger scheme.

TABLE 3 - SHAREHOLDING IN LAKSHMI CARGO COMPANY LIMITED (SOURCE: APPLICATION)

9. In view of the aforementioned, the following is noted $-$

A. The aforesaid proposed acquisitions will attract Regulation 5 (indirect acquisition of shares or control) of the Takeover Regulations.

B. Pursuant to the proposed acquisition, the Acquirer Trust would hold indirect interest in the Target Company.

C. The objective of the proposed acquisition is to provide for a suitable succession planning structure to enable seamless inter-generational transfer of the Trust fund among the beneficiaries who are family members.

D. There will be no change in control of the Target Company pursuant to the proposed acquisition.

E. The pre-acquisition and post-acquisition indirect shareholding of the Promoters in the Target Company will remain the same.

9

Page $6$ of $8$

F. There will also be no change in the public shareholding of the Target Company.

G. The Target Company is in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 ("SCRR").

H. The proposed Acquirers have confirmed that only immediate relatives and lineal descendants of the Transferor Promoters, being natural persons, shall be Trustees and Beneficiaries of the Acquirer Trust and that no delegation of substantive powers in relation to management and control of the Acquirer Trust or its properties shall be made in favour of any person other than the Trustees.

I. The proposed Acquirer Trust has also confirmed that they are in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017.

    1. Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further submissions) may be granted to the proposed Acquirer Trust, subject to certain conditions as ordered herein below.
    1. I, in exercise of the powers conferred upon me under Section 11(1) and Section $11(2)$ (h) of the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and Regulation 11(5) of the Takeover Regulations read with Section 19 of the SEBI Act. hereby grant exemption to the proposed Acquirer Trust - Adi Narayana Family Trust, from complying with the requirements of Regulation 3, 4 and Regulation 5 of the Takeover Regulations with respect to the proposed acquisition/exercise of voting rights in respect of the Target Company, viz. Lakshmi Machine Works Ltd., by way of proposed transaction as described in the Application and this Order.
    1. The exemption so granted is subject to the following conditions:
  • i. The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws and subject to the orders of the NCLT.
  • ii. On completion of the proposed acquisition, the proposed Acquirers shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations

$\forall$ age 7 of 8

iii. The statements/ averments made or facts and figures mentioned in the Application and other submissions by the proposed Acquirers are true and correct.

The proposed Acquirers shall ensure compliance with the statements, iv. disclosures and undertakings made in the Application and in subsequent submissions. The proposed Acquirers shall also ensure compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017.

v. The proposed Acquirer Trust shall also ensure that the covenants in the Trust Deed are not contrary to the conditions stipulated in the aforesaid SEBI Circular and undertakings provided. In any case of discrepancy, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.

  1. The exemption granted above is limited to the requirements of making open offer by the Acquirer Trust under the Takeover Regulations and shall not be construed as exemption from the disclosure requirements under Chapter V of the aforesaid Regulations; compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015; Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations.

  2. The Application dated January 19, 2018 and additional submissions dated November 14, 2018 and April 29, 2019, filed by Mr. Sanjay Jayavarthanavelu – Trustee/Managing Trustee of Adi Narayana Family Trust, are accordingly disposed of.

Place: Mumbai Date: June 04, 2019

G. MAHALINGAM WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

SECURITIES AND EXCHANGE BOARD OF INDIA ADDENDUM IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN LAKSHMI MACHINE WORKS LIMITED-

  • $1.$ Securities and Exchange Boatd of India had passed an Order dated June 4, 2019, bearing reference number $WTM/GM/CFD$ / 12 / 2019-20 (hereinafter referred to as "Order") in the matter of proposed acquisition of shares and voting rights in Lakshmi Machine Works Limited ("Target Company") by Adi Narayana Family Trust ("Acquirer").
  • $\overline{2}$ Pursuant to the Order, SEBI received an e-mail dated June 12, 2019, from the authorised representative of the Acquirer. It was inter alia submitted that during the pendency of the exemption Application dated January 19, 2018, the shareholding of the Target Company underwent changes (which resulted in the holding of the Promoter Group entities increasing from the one shown in the Order) owing to two events i.e. (a) Acquisition of 99 shares by members of the Promoter Group on the open market on March 26, 2018; and (b) Buy-back which was made on October 23, 2018 under the SEBI (Buy-Back of Securities) Regulations, 2018 and which got completed on January 1, 2019. Accordingly, the Acquirer has requested that SEBI may modify the Order to reflect the updated shareholding pattern of the Target Company. Further, the Acquirer has sought confirmation from SEBI to the effect that the Acquirer continues to be compliant with the Order if it were to proceed with the acquisition of shares of the Target Company.
  • 3.

I have considered the request made by the Acquirer. Accordingly, having regard to the aforementioned submissions, Table I at paragraph 7 of page 5 of the Order shall stand replaced as under:

NAME 19.01.2018 (DATE OF APPLICATION) 1.01.2019 (POST BUY-BACK) AND
POST-ACQUISITION
NO. OF
SHARES		 $v_{\rm o}$
SHAREHOLDING		 NO. OF
SHARES		 % SHAREHOLDING
А. PROMOTER/PROMOTER GROUP
1. LAKSHMI TECHNOLOGY AND
ENGINEERING INDUSTRIES LIMITED
("LTE")		 6,67,090 6.09 6,67,090 6.24
2. LAKSHMI CARGO COMPANY LIMITED
("LCC")		 10,74,468 9.81 10,74,468 10.06
3. OTHERS 15,52,397 14.17 15,52,496 14.53
TOTAL 32,93,955 30.07 32,94,054 30.83
В. PUBLIC SHAREHOLDING 76,61,549 69.93 73,88,946 69.17
С. $TOTAL(A + B)$ 1,09,55,504 $100.00/\frac{1}{12}$ 1,06,83,000 100.00
  • $4.$ It is confirmed that the Acquirer continues to be in compliance with the Order despite the aforementioned change in shareholding in the Target Company. $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$
  • The Acquirer shall at all points in time, ensure that Directors appointed in the Promoter 5. Companies, viz. LTE and LCC, are either the individual Promoters or their immediate relatives or lineal descendants so that the control in the Target Company continues without any change.

Place: Mumbai Date: June 14, 2019

G. MAHALINGAM WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Page 2 of 2

SECURITIES AND EXCHANGE BOARD OF INDIA ADDENDUM II IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN LAKSHMI MACHINE WORKS LIMITED-

  • Securities and Exchange Board of India ("SEBI") had passed an Order dated June 4, 2019, 1. bearing reference number $WTM/GM/GFD$ / 12 / 2019–20 (hereinafter referred to as "Order") in the matter of proposed acquisition of shares and voting rights in Lakshmi Machine Works Limited ("Target Company") by Adi Narayana Family Trust ("Acquirer").
  • $\mathbf{2}$ Thereafter, SEBI had issued an Addendum dated June 14, 2019, bearing reference number $WTM/GM/$ CFD / 12A /2019-20 (hereinafter referred to as "Addendum P") in the aforementioned matter wherein at paragraph 5, it was directed as under:

'The Acquirer shall at all points in time, ensure that Directors appointed in the Promoter Companies, viz, Lakshmi Technology and Engineering Industries Limited ("LTE") and Lakshmi Cargo Company Limited ("LCC"), are either the individual Promoters or their immediate relatives or lineal descendants so that the control in the Target Company continues without any change."

Pursuant to Addendum I, SEBI received an e-mail dated July 5, 2019, from the authorised 3. representative of the Acquirer informing that LCC's turnover as on March 31, 2017, was ₹133.34 Crores. Further, it was informed that as per Rule 4(1)(ii) read with the third proviso to said Rule of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("Appointment of Directors Rules"), LCC is required to have at least two Independent Directors on account of being a public company having a turnover of one hundred Crore rupees or more. Accordingly, the Acquirer has requested that SEBI may further modify the Addendum I since LCC would be required to comply with the aforementioned provisions of the Appointment of Directors Rules on account of having Independent Directors on its Board.

Addendum II in the matter of Lakshmi Machine Works Limited

Upon a reconsideration of the position that exists as on date with respect to the above $\overline{4}$ . mentioned Promoter Companies and the Target Company, I am inclined to drop the part $\bar{\bar{z}}$ of the earlier direction extracted in paragraph 2 above. This Addendum may be read with the Order dated June 4, 2019 and Addendum I dated June 14, 2019.

Place: Mumbai Date: July 8, 2019

G. MAHALINGAM WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

机铝石

Addendum II in the matter of Lakshmi Machine Works Limited

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