Description

SEBI grants exemption from takeover regulations for proposed acquisition of shares in Bharat Seats Limited by Rohit Relan Family Trust.

Summary

SEBI has issued an exemption order under the Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011 for the Rohit Relan Family Trust’s proposed acquisition of shares in Bharat Seats Limited. The order exempts the trust from regulations 3, 4, and 5 of the takeover regulations for the direct acquisition of shares and voting rights.

Key Points

  • Bharat Seats Limited is incorporated since March 6, 1986 with equity shares listed on BSE and NSE
  • Issued share capital: ₹12.56 crores divided into 6.28 crore equity shares of ₹2 each
  • Current promoter shareholding: 74.66% with public holding at 25.34%
  • Rohit Relan Family Trust established as irrevocable discretionary private trust on March 5, 2025
  • Major promoters include Maruti Suzuki India Limited and Suzuki Motor Corporation (14.81% each)
  • Rohit Relan and family members hold significant individual stakes totaling 11.14%

Regulatory Changes

  • Exemption granted from mandatory open offer requirements under SAST Regulations
  • Allows internal restructuring within promoter group through trust mechanism
  • Maintains existing ownership structure while facilitating estate planning

Compliance Requirements

  • Trust deed compliance with Indian Trusts Act, 1882 provisions
  • Disclosure of trust structure including settlors, trustees, and beneficiaries
  • Continued adherence to listing agreement obligations
  • Regular disclosure of shareholding changes as per SEBI requirements

Important Dates

  • Application submitted: April 17, 2025
  • Trust deed execution: March 5, 2025
  • Company incorporation: March 6, 1986

Impact Assessment

This exemption facilitates family succession planning and corporate restructuring within the existing promoter group without triggering mandatory open offer obligations. The transaction maintains current ownership dynamics while enabling better governance structure through the family trust mechanism. No immediate impact on minority shareholders or market operations expected.

Impact Justification

Corporate restructuring through family trust with exemption from takeover regulations for existing promoter group