Exemption order under regulation 11(5) of SEBI (SAST) Regulations, 2011 in the matter of Bengal & Assam Company Limited

UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 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 ACQUISITION OF SHARES AND VOTING RIGHTS IN – TARGET COMPANY ACQUIRERS Bengal & Assam Company Limited Bharat Hari Singhania Family Trust Raghupati Singhania Family Trust Vinita Singhania Family Trust

BACKGROUND – 1. Bengal & Assam Company Limited. (“Target Company”/ “BACL”) has been incorporated on January 30, 1947. The Registered Office of the Target Company is at 7, Council House Street, Kolkata, West Bengal. The equity shares of the Target Company are listed on the BSE Limited (“BSE”) since August 14, 2009. 2. An Application dated January 10, 2020 read with emails dated October 07, 2020 (collectively referred to as “Application”) seeking exemption from the applicability of regulation 3 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) in the matter of proposed acquisitions of shares and voting rights in the Target Company by Bharat Hari Singhania Family Trust (“BHS Family Trust ”), Raghupati Singhania Family Trust (“RS Family Trust”), Vinita Singhania Family Trust (“VS Family Trust”), (collectively referred to as “Proposed Acquirers / Applicants”) was jointly submitted to SEBI by Mr. Bharat Hari Singhania, Mr. Raghupati Singhania and Mrs. Vinita Singhania 3. Regulation 3(1) and 5(1) of the Takeover Regulations 2011 states as under – “Substantial acquisition of shares or voting rights. 3. (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 Order in the matter of Bengal & Assam Company Limited exercise twenty-five per cent or more of the voting rights in such target company 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 or control.

5. (1) For the purposes of regulation 3 and regulation 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.” 4. Vide the aforementioned Application and subsequent submissions, the Applicants have, inter alia, submitted the following: A. The shareholding in the Target Company prior to the proposed acquisition is as under - Table I - Shareholding in the Target Company Name No. of shares % Shareholding A. Promoter/ Promoter Group 1. Mr. Bharat Hari Singhania 2,11,068 1.87 2. Mrs. Sharda Singhania 1,031 0.01 3. Mr. Harsh Pati Singhania 39,751 0.35 4. Mrs. Mamta Singhania 428 0.00 5. Mr. Vikrampati Singhania 41,758 0.37 6. Mrs. Swati Singhania 428 0.00 7. Mr. Raghupati Singhania 9,46,495 8.38 8. Mrs. Sunanda Singhania 19,455 0.17 9. Mrs. Vinita Singhania 1,17,813 1.04 10. Mr. Anshuman Singhania 28,541 0.25 11. Mr. Shrivats Singhania 27,288 0.24 12. Bharat Hari Singhania Family Trust 100 0.00 13. Raghupati Singhania Family Trust 100 0.00 14. Vinita Singhania Family Trust 100 0.00 15. Hari Shankar Singhania Holdings Pvt. Ltd. 30,52,618 27.02

16. Other Promoter Entities 37,11,682 32.86 Total Promoter Holding 81,98,656 72.58 B Public Shareholding 30,97,672 27.42 Total 1,12,96,328 100.00

B. Detail of proposed acquisition by Acquirer Trusts are as under: i. BACL is a public limited company listed on Bombay Stock Exchange (BSE) and is owned and controlled by members of the Singhania Family through its three family verticals represented by Mr. Bharat Hari Singhania (Mr. BHS), Mr. Raghupati Singhania (Mr. RS) and Mrs. Vinita Singhania (Mrs. VS). Mr. BHS, Mr. RS and Mrs. VS along with their family members are disclosed as part of the ‘Promoter and Promoter Group’ as per the shareholding pattern filed with the Stock Exchange. ii. Mr. BHS Family Vertical, Mr. RS Family Vertical and Mrs. VS Family Vertical comprise of the family members of the Mr. BHS Family, Mr. RS Family and Mrs. VS Family respectively and their respective family trusts i.e. Bharat Hari Singhania Family Trust (BHS Family Trust), Raghupati Singhania Family Trust (RS Family Trust) and Vinita Singhania Family Trust (VS Family Trust. iii. Hari Shankar Singhania Holdings Private Limited (HSSHPL) is also owned and controlled by members of the Singhania Family and HSSHPL holds 27.02% equity shares in BACL. Further, HSSHPL is also disclosed as part of the ‘Promoter and Promoter Group’ as per the shareholding pattern of BACL filed with the stock exchange. Table II – Shareholding detail of HSSHPL Name % Shareholding Mr. BHS Family Vertical 25.00 Mr. RS Family Vertical 25.00 Mrs. VS Family Vertical 25.00 Total 75.00 Singhania Family HUFs (three HUFs) 25.00 Total 100.00% iv. Proposed Acquisitions: The BHS Family Trust, RS Family Trust and VS Family Trust are proposing to acquire the equity shares held by members of Mr. BHS Family Vertical, Mr. RS Family Vertical and Mrs. VS Family Vertical respectively in BACL and in HSSHPL (in their individual capacity).  Direct Acquisition: Table III - Proposed contribution/ acquisition of equity shares of BACL Transferors/ No. of Equity Acquirer % shares held Contributors shares held Mr. BHS 2,11,068 1.87% Mrs. Sharda Singhania 1,031 0.01% Mr. Harsh Pati Singhania 39,751 0.35% BHS Family Trust Mrs. Mamta Singhania 428 0.00% Mr. Vikrampati Singhania 41,758 0.37% Mrs. Swati Singhania 428 0.00% Mr. RS 9,46,495 8.38% RS Family Trust Mrs. Sunanda Singhania 19,455 0.17% Mrs. VS 1,17,813 1.04% Mr. Anshuman Singhania VS Family Trust 28,541 0.25% Mr. Shrivats Singhania 27,288 0.24% Total 14,34,056 12.68%

 Indirect Acquisition: Table IV Transferor/ No. of equity % shares in Acquirer Contributor shares held HSSHPL Mr. BHS BHS Family Trust 2,500 25% Mr. RS RS Family Trust 2,500 25% Mrs. VS VS Family Trust 2,500 25%

 Therefore, change in shareholding post the proposed acquisitions of equity shares by the Acquirer Trusts would be as under: Table V % equity shares held % change in BACL indirectly Shareholder in BACL directly (through HSSHPL) BHS Family Trust 2.61% RS Family Trust 8.55% 27.02% VS Family Trust 1.54% Total 12.69% 27.02% Effective change in shareholding/ control of 39.71% BACL

C. The Settlor, Trustees and beneficiaries of the aforementioned Acquirer Trusts are as under –

Table- (VI)(a) Details of BHS Family Trust Status Name Relationship Settlor Mr. Raghupati Singhania Settlor, trustees and beneficiaries are family members and part of Trustees Mr. Bharat Hari Singhania promoter and promoter group of Mr. Harsh Pati Singhania TC. Mr. Vikrampati Singhania Beneficiaries Mr. Bharat Hari Singhania Mrs. Sharda Singhania Mr. Harsh Pati Singhania Mrs. Mamta Singhania Mr. Vikrampati Singhania Mrs. Swati Singhania

Table- (VI)(b) Details of RS Family Trust Status Name Relationship Settlor Mr. Bharat Hari Singhania Settlor, trustees and beneficiaries are family members and part of Mr. Raghupati Singhania Trustees promoter and promoter group of Mrs. Sunanda Singhania TC. Mr. Raghupati Singhania Beneficiaries Mrs. Sunanda Singhania

Table- (VI)(c) Details of VS Family Trust Status Name Relationship Settlor Mr. Bharat Hari Singhania Settlor, trustees and beneficiaries are family members and part of Trustees Mrs. Vinita Singhania promoter and promoter group of Mr. Anshuman Singhania TC. Mr. Shrivats Singhania Beneficiaries Mrs. Vinita Singhania Mr. Anshuman Singhania Mr. Shrivats Singhania

D. The shareholding in the Target Company subsequent to the Proposed Acquisition by Acquirers Trust will be as under: Table VII - Post-acquisition shareholding in the Target Company Name No. of shares % Shareholding A Promoter/ Promoter Group 1. Bharat Hari Singhania Family Trust 2,94,564 2.61 2. Raghupati Singhania Family Trust 9,66,050 8.55 3. Vinita Singhania Family Trust 1,73,742 1.54 4. Hari Shankar Singhania Holdings Pvt. Ltd. 30,52,618 27.02

5. Other Promoter Entities 37,11,682 32.86 Total Promoter Holding 81,98,656 72.58 B Public Shareholding 30,97,672 27.42 Total 1,12,96,328 100.00 5. Grounds for seeking exemption – i. Members of Singhania Family  The proposed acquisitions of equity shares of BACL and HSSHPL is not by any third party but by trusts which are family trust administered by the family members of Mr. Bharat Hari Singhania, Mr. Raghupati Singhania and Ms. Vinita Singhania  The Settlor, Contributors, Trustees and Beneficiaries of Acquirer Trusts are all relatives and/or part of the ‘Promoter and Promoter Group’ as disclosed in the shareholding pattern filed with Stock Exchange.  The sole and exclusive beneficiaries of the Acquirer Trusts are the transferors/ contributors, their spouses and their legal lineal descendants only and no person outside of the family is a beneficiary.  The beneficiaries of the Acquirer Trusts are not entitled to transfer their beneficial ownership interest in their respective Trust’s property to any person outside their family vertical.  Upon demise/ insolvency of a beneficiary, the beneficial ownership interests in the trust property will vest in lineal descendants of the respective beneficiary. ii. No change in Ownership:  Acquirer Trust forms part of the 'Promoter and Promoter Group' of BACL. Pursuant to the proposed acquisition, they will form part of the ‘Promoter and Promoter Group’ of HSSHPL as well.  The proposed transfer will not alter the board of directors of the Target Company.  Further, the proposed transfer will not result in any increase/ decrease in the holding of the transferors/ contributors in BACL as the transferors/ contributors will now continue to hold the same equity shares through the Acquirer Trusts pursuant to the private family arrangement between the transferors/ contributors.

 Post-acquisition of equity shares by Acquirer Trusts, the trustees of the Acquirer Trusts will hold the equity shares in BACL for and on behalf of the Acquirer Trusts. iii. No change in control:  The proposed acquisitions by the acquirer is only an internal reorganization of the shareholding of BACL and HSSHPL within the families of the transferors/ contributors for the purpose of a private family arrangement for the benefit of the members of Singhania Family.  It is also submitted that there is no change of control over BACL as even after completion of the transaction provided above, the members of Singhania Family will continue to exercise control over BACL and HSSHPL through the Acquirer Trusts. iv. Non-commercial Transaction:  Such acquisitions are non-commercial in nature and will not prejudice the interests of the public shareholders of BACL in any manner as there is no change in control or management of BACL pursuant to the proposed acquisitions by the Acquirer Trusts. 6. The Acquirer Trusts (vide the Application) have confirmed their compliance with the following Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017 – i. The Trusts are, in substance, only a mirror image of the Promoters’ holdings and consequently, there is no change of ownership or control of the shares or voting rights in the Target Company. ii. Only individual promoters or their immediate relatives or lineal descendants are Trustees and beneficiaries. iii. The beneficial interest of the beneficiaries of the Trusts have not been and will not, in the future, be transferred, assigned or encumbered in any manner including by way of pledge / mortgage. iv. In case of dissolution of the Trusts, the assets will be distributed only to the beneficiaries of the trusts or to their legal heirs. v. The Trustees will not be entitled to transfer or delegate any of their powers to any person other than one or more of themselves. vi. Any change in the trustees / beneficiaries and any change in ownership or control of shares or voting rights held by Trusts shall be disclosed within two days to the concerned stock exchanges with a copy endorsed to SEBI for its record.

vii. As far as the provisions of the SEBI Act and the regulations framed thereunder are concerned, the ownership or control of shares or voting rights will be treated as vesting not only with the Trustees but also indirectly with the beneficiaries. viii. The liabilities and obligations of individual transferors under the SEBI Act and the regulations framed thereunder will not change or get diluted due to transfers to the Trusts. ix. The Trusts shall confirm, on an annual basis, that they are in compliance with the exemption order passed by SEBI. The said confirmation shall be furnished to the company which it shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. x. The Trusts shall get their compliance status certified from an independent auditor annually and furnish the certificate to the Stock Exchanges for public disclosure with a copy endorsed to SEBI for its records. xi. The proposed acquisition is in accordance with the provisions of the Companies Act, 2013 and other applicable laws. xii. The transferors are disclosed as promoters in the shareholding pattern filed with the Stock Exchanges for a period of at least three years prior to the transfer (except for holding on account of inheritance). xiii. There is no layering in terms of trustees / beneficiaries in case of Trusts. xiv. The Trust Deed does not contain any limitation of liability of the trustees / beneficiaries in relation to the provisions of the SEBI Act and all regulations framed thereunder. 7. The Acquirer Trusts, vide email dated October 07, 2020 also undertook to amend the provision of children trust. CONSIDERATION – 8. Having considered the Application submitted by the Proposed Acquirers and other materials available on record and without reiterating the facts as stated above, the following is noted: i. The Application submitted is in respect of the proposed acquisitions of shares and voting rights in respect of the Target Company i.e. Bengal & Assam Company Limited. The proposed Acquisitions as detailed at paragraph 4B above, which are to be made by the Proposed Acquirers, will attract the provisions of regulation 3(1) r/w 5(1) of the Takeover Regulations.

ii. Pursuant to the proposed acquisitions, Acquirer Trusts shall directly and indirectly will acquire 39.72% shares and along with promoter group their shareholding will be 72.58% of the paid up equity capital in the Target Company. iii. Even on account of the proposed acquisition of shares and voting rights in the Target Company, there will be no change in control of the Target Company by the promoter group, as stipulated under the SEBI Circular dated December 22, 2017. iv. The pre–acquisition and post–acquisition shareholding of the Promoters in the Target Company will remain the same. v. There will also be no change in the public shareholding of the Target Company. vi. The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts (Regulation) Rules, 1957 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. vii. The Proposed Acquirers have also confirmed that they are in compliance with the Guidelines outlined in the Schedule to the SEBI Circular dated December 22, 2017. Further, the Acquirer Trusts have undertaken to execute amendments in the Trust Deeds in this regard. 9. Considering the aforementioned, I am of the view that exemption as sought for in the Application may be granted to the Proposed Acquirers, subject to certain conditions as ordered herein below. ORDER – 10. I, in exercise of the powers conferred upon me under Section 19 read with 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, hereby grant exemption to the Proposed Acquirers from complying with the requirements of regulation 3(1) r/w 5(1) of the Takeover Regulations with respect to the proposed acquisitions in the Target Company, viz. Bengal & Assam Company Limited, by way of proposed transactions as mentioned in the Application. 11. 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. 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 2011.

iii. The statements / averments made or facts and figures mentioned in the Application and other submissions by the Proposed Acquirers are true and correct. iv. The Proposed Acquirers shall ensure compliance with the statements, disclosures and undertakings made in the Application. The Proposed Acquirers shall also ensure compliance with the provisions of the SEBI Circular dated December 22, 2017. v. The Proposed Acquirers shall also ensure that the covenants in the Trust Deed are not contrary to the above conditions and the undertaking provided by the Applicants. In such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI. 12. The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations 2011 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. 13. The Application dated January 10, 2020 filed by Mr. Bharat Hari Singhania, Mr. Raghupati Singhania and Mrs. Vinita Singhania on behalf of the Acquirer Trusts, is accordingly disposed of.

-Sd- Date: January 08, 2021 S.K. MOHANTY Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA