Description

SEBI grants exemption from open offer requirements under SAST Regulations for proposed acquisition of shares in Insecticides (India) Limited by four family trusts.

Summary

SEBI has issued an exemption order under Section 11 of the SEBI Act, 1992 and Regulation 11(5) of SAST Regulations, 2011 in the matter of proposed acquisition of shares and voting rights in Insecticides (India) Limited by four family trusts: Sanskriti Family Trust, Akshay Family Trust, EJ Private Trust, and KBZ Private Trust. The application was filed by Mr. Hari Chand Aggarwal as trustee of these trusts seeking exemption from the requirement to make an open offer under Regulation 3(1) read with Regulation 4 of SAST Regulations.

Key Points

  • Target Company: Insecticides (India) Limited, incorporated on December 18, 1996
  • Listed on BSE and NSE
  • Issued share capital: INR 29,09,78,370 divided into 2,90,97,837 equity shares of INR 10 each
  • Proposed Acquirers: Four family trusts acting through trustee Mr. Hari Chand Aggarwal
  • Application filed on July 16, 2025
  • Order reference: WTM/KCV/CFD/15/2025-26
  • Exemption sought from sub-regulation (1) of Regulation 3 read with Regulation 4 of SAST Regulations, 2011

Shareholding Structure

Promoter and Promoter Group Shareholding (as of September 2025):

  • Rajesh Kumar Aggarwal (Transferor 1): 48,40,008 shares (16.63%)
  • Nikunj Aggarwal (Transferor 2): 46,37,863 shares (15.94%)
  • Sanskar Aggarwal (Transferor 3): 42,88,312 shares (14.74%)
  • Hari Chand Aggarwal (Transferor 4): 35,72,460 shares (12.28%)
  • Pushpa Aggarwal (Transferor 5): 31,75,659 shares (10.91%)
  • ISEC Organics Limited: 3,53,964 shares (1.22%)
  • Kritika Gupta (Transferor 6): 1,68,750 shares (0.58%)
  • Total Promoter Shareholding: 2,10,37,016 shares (72.30%)
  • Public Shareholding: 80,60,821 shares (27.70%)

Trust Structure

Sanskriti Family Trust:

  • Settled under Indian Trusts Act, 1882
  • Registered restated trust deed dated October 09, 2024
  • Supplemental trust deed dated June 02, 2025
  • Type: Irrevocable, discretionary, private trust
  • Settlor: Pushpa Aggarwal (Transferor 5)
  • Trustee: Hari Chand Aggarwal

Regulatory Framework

  • SEBI Act, 1992: Section 11(1) and Section 11(2)(h)
  • SAST Regulations, 2011: Regulation 11(5)
  • Exemption from open offer requirements under Regulation 3(1) read with Regulation 4

Compliance Requirements

  • Acquirer Trusts must comply with conditions specified in the exemption order (details pending in complete document)
  • Disclosure requirements as per SAST Regulations
  • Compliance with listing agreement provisions

Important Dates

  • Application Date: July 16, 2025
  • Trust Deed Date: October 09, 2024
  • Supplemental Trust Deed: June 02, 2025
  • Shareholding Pattern Reference: Quarter ended September 2025

Impact Assessment

Market Impact: Low - This is an internal promoter group restructuring involving transfer of shares to family trusts. The shares remain within the promoter group, and there is no change in ultimate beneficial ownership or control.

Operational Impact: The restructuring through family trusts indicates succession planning and estate management by the promoter group. This provides long-term stability and structured ownership framework.

Investor Impact: Minimal impact on public shareholders as this is a promoter group internal reorganization that does not trigger an open offer requirement. The exemption maintains the status quo for minority shareholders.

Impact Justification

Exemption order for internal promoter group restructuring through family trusts. Limited market impact as shares remain within promoter group. Important for corporate governance and succession planning context.