Description

SEBI exemption order for proposed acquisition of shares and voting rights in Acutaas Chemicals Limited by Vaghasia Family Trust under SAST Regulations.

Summary

SEBI issued an exemption order under Regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of proposed acquisition of shares and voting rights in Acutaas Chemicals Limited (formerly Ami Organics Limited) by Vaghasia Family Trust. The application was filed by Mr. Chetankumar Chhaganlal Vaghasia as trustee seeking exemption from open offer obligations under sub-regulation (1) of Regulation 3 read with Regulation 4 of SAST Regulations.

Key Points

  • Target Company: Acutaas Chemicals Limited, incorporated on June 12, 2007, with equity shares listed on BSE and NSE
  • Registered Office: Plot no. 440/4, 5 & 6, Road No. 82/A, GIDC Sachin, Surat, Gujarat - 394230
  • Paid-up Share Capital: INR 40,93,44,610 divided into 8,18,68,922 equity shares of INR 5 each
  • Promoter Shareholding: 32.66% (2,67,41,416 shares)
  • Public Shareholding: 67.34% (5,51,27,506 shares)
  • Proposed Acquirer: Vaghasia Family Trust, an irrevocable discretionary private trust settled under Indian Trusts Act, 1882
  • Trust Deed Date: July 14, 2025
  • Application Date: June 05, 2025

Promoter Shareholding Structure

Current Promoter Holdings:

  • Mr. Nareshkumar Ramjibhai Patel: 1,44,83,327 shares (17.69%)
  • Mr. Chetankumar Chhaganlal Vaghasia: 1,22,58,079 shares (14.97%)
  • Gevriya Nileshkumar Bhikhubhai: 10 shares (0.00%)
  • Mrs. Sheetal Nareshbhai Patel, Mrs. Parul Chetankumar Vaghasia, Mrs. Bhanuben Chhanganbhai Vaghasia, and Mr. Chhagan Ramjibhai Vaghasia: Nil shares

Trust Structure

Settlor/Transferor: Mr. Chetankumar Chhaganlal Vaghasia (Promoter)

Trustees:

  • Mr. Chetankumar Chhaganlal Vaghasia (Self, Promoter)
  • Mrs. Parul Chetankumar Vaghasia (Spouse, Promoter)

Beneficiaries:

  • Mrs. Parul Chetankumar Vaghasia (Spouse of settlor)
  • Mr. Adhyan Chetankumar Vaghasia (Son)
  • Mr. Nairit Chetankumar Vaghasia (Son)
  • Lineal Descendants of Mr. Adhyan Vaghasia and Mr. Nairit Vaghasia

Regulatory Framework

The exemption application is filed under:

  • Sub-section (1) of Section 11 and Clause (h) of Sub-section (2) of Section 11 of SEBI Act, 1992
  • Sub-regulation (5) of Regulation 11 of SEBI (SAST) Regulations, 2011
  • Seeking exemption from sub-regulation (1) of Regulation 3 read with Regulation 4 of SAST Regulations, 2011

Compliance Requirements

  • Application filed with SEBI for exemption from open offer obligations
  • Trust structured as irrevocable discretionary private trust under Indian Trusts Act, 1882
  • Disclosure of complete shareholding pattern and trust structure
  • Compliance with SEBI (SAST) Regulations, 2011 exemption provisions

Important Dates

  • Target Company Incorporation: June 12, 2007
  • Trust Deed Registration: July 14, 2025
  • Application Filing Date: June 05, 2025
  • Order Reference: WTM/KCV/CFD/08/2025-26

Impact Assessment

This is an intra-family restructuring transaction involving transfer of promoter shares to a family trust. The proposed acquisition involves shares held by Mr. Chetankumar Chhaganlal Vaghasia (14.97% stake) being transferred to Vaghasia Family Trust. This restructuring is typical for estate planning and succession planning purposes within promoter families. The transaction does not involve change in control or acquisition from public shareholders, hence the exemption application from mandatory open offer requirements. Impact on minority shareholders is minimal as this is a promoter group internal reorganization.

Impact Justification

Exemption order for intra-promoter family trust restructuring; limited impact on public shareholders but relevant for corporate governance and promoter holding structure.