Description

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

Summary

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

Key Points

  • Acutaas Chemicals Limited incorporated on June 12, 2007 with registered office in Surat, Gujarat
  • Equity shares listed on BSE and NSE
  • Total issued and paid-up share capital: INR 40,93,44,610 divided into 8,18,68,922 equity shares of INR 5 each
  • Current promoter holding: 2,67,41,416 shares (32.66%)
  • Major promoters: Mr. Nareshkumar Ramjibhai Patel (17.69%) and Mr. Chetankumar Chhaganlal Vaghasia (14.97%)
  • Public shareholding: 67.34%
  • Patel and Vaghasia Family Trust is an irrevocable, discretionary private trust settled under Indian Trusts Act, 1882
  • Trust deed dated July 14, 2025 with Addendum dated August 01, 2025
  • Mr. Nareshkumar Ramjibhai Patel serves as both Settlor/Transferor and Trustee
  • Mrs. Shital Nareshbhai Patel (spouse) is co-trustee and beneficiary

Regulatory Changes

No regulatory framework changes. This is an exemption order under existing SAST Regulations, 2011 provisions for a specific transaction involving family trust restructuring within the promoter group.

Compliance Requirements

  • Application filed on June 09, 2025 seeking exemption from mandatory open offer requirements
  • Exemption sought from sub-regulation (1) of regulation 3 read with regulation 4 of SAST Regulations
  • Trust structured as irrevocable, discretionary private trust under Indian Trusts Act, 1882
  • Proper disclosure of settlors, trustees, and beneficiaries required
  • Order reference: WTM/KCV/CFD/07/2025-26

Important Dates

  • June 12, 2007: Acutaas Chemicals Limited incorporated
  • June 09, 2025: Application for exemption filed with SEBI
  • July 14, 2025: Trust deed executed
  • August 01, 2025: Addendum to Trust deed
  • September 04, 2025: Target Company clarification on promoter name variations

Impact Assessment

This exemption order facilitates internal promoter group restructuring through a family trust mechanism without triggering mandatory open offer obligations. The transaction involves transfer of promoter shares to a family trust structure, which is a common estate planning and succession planning tool. Impact is limited to the company’s internal shareholding structure with no immediate effect on public shareholders or market operations. The 32.66% promoter holding will be reorganized under the trust structure while maintaining overall control dynamics.

Impact Justification

Exemption order for family trust acquisition in promoter group restructuring. Limited broader market impact but significant for the specific company's shareholding structure.