Exemption order under regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Triveni Engineering and Industries Limited

SEBI/WTM/SR/CFD–DCR/40/07/2017 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER ORDER UNDER 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 TRIVENI ENGINEERING AND INDUSTRIES LIMITED.

Background –

1.1 Triveni Engineering and Industries Limited (“Target Company”) was incorporated on July 27, 1932. The Registered Office of the Target Company is at Deoband, District–Saharanpur, Uttar Pradesh–247554. The shares of the Target Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

1.2 SEBI received an application dated October 21, 2016 (“Application”) from Tarun Sawhney Trust (“Acquirer Trust 1”) and Nikhil Sawhney Trust (“Acquirer Trust 2”) (each represented by their Trustee – Mr. Dhruv M. Sawhney) (Collectively referred to as the “Proposed Acquirers”) seeking exemption from the applicability of Regulation 3 read with Regulation 5(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) in respect of the proposed acquisition and control of the shareholding and voting rights in the Target Company.

1.3 Regulation 3 and Regulation 5(1) of the Takeover Regulations state as follows – “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 exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. (2). No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations: Provided that such acquirer shall not be entitled to acquire or enter into any agreement to acquire shares or voting rights exceeding such number of shares as would take the aggregate shareholding pursuant to the acquisition above the maximum permissible non-public shareholding.

Explanation. — For purposes of determining the quantum of acquisition of additional voting rights under this sub-regulation,— (i) Gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company. (ii) In the case of acquisition of shares by way of issue of new shares by the target company or where the target company has made an issue of new shares in any given financial year, the difference between the pre-allotment and the post-allotment percentage voting rights shall be regarded as the quantum of additional acquisition. (3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert.

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.”

1.4 In the aforementioned Application, the following was inter alia stated – i. “(Acquirer Trust 1 and Acquirer Trust 2 are) irrevocable and discretionary private family trusts set up and established by the Settlors under the provisions of the Indian Trusts Act, 1882, for the benefit of the beneficiaries of (said Trusts).

Acquirer Trust 1 – Tarun Sawhney Trust Settlor Trustees Beneficiaries Mr. Dhruv M. Sawhney Mr. Dhruv M. Sawhney Mr. Tarun Sawhney Mrs. Rati Sawhney (w/o Mr. Dhruv M. Mr. Tarun Sawhney (s/o Mr. Dhruv M. Mrs. Tarana Sawhney (w/o Mr. Tarun Sawhney) Sawhney) Sawhney) Ms. Noor Tarun Sawhney (d/o Mr. Tarun Sawhney) Mr. Yash Dhruv Sawhney (s/o Mr. Tarun Sawhney) Lineal descendants of Mr. Tarun Sawhney

Acquirer Trust 2 – Nikhil Sawhney Trust Settlor Trustees Beneficiaries Mr. Dhruv M. Sawhney Mr. Dhruv M. Sawhney Mr. Nikhil Sawhney Mrs. Rati Sawhney (w/o Mr. Dhruv M. Mr. Nikhil Sawhney (s/o Mr. Dhruv M. Mrs. Zia Nikhil Sawhney (w/o Mr. Tarun Sawhney) Sawhney) Sawhney) Mr. Zahan Nikhil Sawhney (s/o Mr. Tarun Sawhney) Lineal descendants of Mr. Nikhil Sawhney ii. Further, the present Trustees and beneficiaries of (Acquirer Trust 1 and Acquirer Trust 2) are also the declared Promoters and/or the family members of the Promoters and their bloodline descendants of the Target Company.

iii. The detailed shareholding in the Target Company is as under:

Table A Sr. No. Name No. of shares % Shareholding A. Promoter/ Promoter Group 1. Mr. Dhruv M. Sawhney 3,83,91,756 14.88 2. Mrs. Rati Sawhney 2,03,58,164 7.89 3. Mr. Tarun Sawhney 1,46,95,375 5.70 4. Mr. Nikhil Sawhney 1,52,77,653 5.92 5. M/s Manmohan Sawhney (HUF) 45,13,225 1.75 6. Mrs. Tarana Sawhney 25,000 0.01 7. M/s Subhadra Trade & Finance Limited 1,69,07,375 6.55 8. M/s Umananda Trade & Finance Limited* 2,14,14,339 8.31 9. M/s Tarnik Investments & Trading Limited* 1,86,80,527 7.24 10. M/s Dhankari Investments Limited* 1,47,14,901 5.70 11. Kameni Upaskar Limited* 1,03,28,525 4.01 12. TOFSL Trading & Investments Limited* 1,639 0.00 13. The Engineering & Technical Services Limited* 250 0.00 14. Accurate Traders Limited* 6,48,500 0.25 Total 17,59,57,229 68.21 B. Public Shareholding 8,19,87,881 31.79 Total (A + B) 25,79,45,110 100.00 * Entities at Sr. no. 8 – 14 are subsidiaries of M/s Subhadra Trade & Finance Limited i.e. entity at Sr. no. 7

Proposed Acquisition – The proposed acquisition envisages the following – i. Transfer of 1,29,34,550 equity shares representing 94.66% of the equity share capital held in M/s Subhadra Trade & Finance Limited (“STFL”), an unlisted company and a declared Promoter entity of the Target Company, by the existing shareholders of STFL i.e. Mr. Dhruv M. Sawhney and Mrs. Rati Sawhney, ... by way of a gift/settlement equally to Acquirer Trust 1 and Acquirer Trust 2 [to be transferred subsequent to sanction of the Scheme of Arrangement–Promoter Companies (Refer to point (iii) at page 5)].

Table B Name of Transferor Name of Transferee No. of shares held in STFL to % of paid up capital in STFL be transferred to be transferred Mr. Dhruv M. Sawhney Acquirer Trust 1 – Tarun Sawhney Trust 47,46,775 34.74 Mrs. Rati Sawhney 17,20,500 12.59 Mr. Dhruv M. Sawhney Acquirer Trust 2 – Nikhil Sawhney Trust 47,46,775 34.74 Mrs. Rati Sawhney 17,20,500 12.59 Total 1,29,34,550 94.66 ii. By virtue of the aforesaid transfer, the Acquirer Trusts would indirectly acquire 8,26,96,056 equity shares (representing 32.06%) in the Target Company held by STFL, directly and indirectly, as under:

Table C Sr. No. Name Interest of STFL in such entity No. of shares % Shareholding 1. M /s Subhadra Trade & Finance Limited* Self 1,69,07,375 6.55 2. M /s Umananda Trade & Finance Limited Direct Holding 93.20% and 2,14,14,339 8.31 balance 6.8% held indirectly through subsidiaries 3. M /s Tarnik Investments & Trading Limited Direct (Wholly owned subsidiary) 1,86,80,527 7.24 4. M /s Dhankari Investments Limited Direct holding 90.8% and balance 1,47,14,901 5.70 9.2% held indirectly through subsidiaries 5. T OFSL Trading & Investments Limited Direct holding 90.5% and balance 1,639 0.00 9.5% held indirectly through subsidiaries 6. T he Engineering & Technical Services Direct holding 91% and balance 250 0.00 Limited 9% held indirectly through subsidiaries 7. A ccurate Traders Limited Direct (Wholly owned subsidiary) 6,48,500 0.25 8. K ameni Upaskar Limited Direct (Wholly owned subsidiary) 1,03,28,525 4.01 Total 8,26,96,056 32.06 iii. As a part of an overall consolidation strategy of the Group, the following arrangement is proposed by way of a Scheme of Arrangement between M/s Umananda Trade & Finance Limited (“UTFL”), M/s Tarnik Investments & Trading Limited (“TITL”), M/s Dhankari Investments Limited (“DIL”), TOFSL Trading &

Investments Limited (“TOTIL”), The Engineering & Technical Services Limited (“TETSL”), Accurate Traders Limited (“ATL”), Kameni Upaskar Limited (“KUL”) [Collectively referred to as “Promoter Companies”] and STFL –

A. Amalgamation of UTFL, TITL, DIL, TOTIL, TETSL, ATL with STFL;

B. Demerger of the ‘Investment Business’ of KUL including inter alia the shares of the Target Company and Triveni Industries Limited (“TIL”) (to be issued post sanction of the Scheme of Arrangement between the Target Company and TIL),* with STFL.

* In terms of the Scheme of Arrangement between the Target Company and TIL (“Scheme of Arrangement–Target Company”) pending before the Hon’ble Allahabad High Court, the sugar business of the Target Company shall stand demerged and vested with TIL w.e.f. the Appointed Date i.e. commencement of business on April 1, 2016. As a consideration for the said demerger, TIL will issue and allot its one equity share of face value ₹1 each, credited as fully paid up, for every one equity share of face value ₹1 each held by the shareholders in the Target Company on the record date. Subject to requisite approvals, the equity shares of TIL will be listed on BSE & NSE. * Subject to the sanction of the Scheme of Arrangement–Target Company and allotment of equity shares by TIL and upon sanction of the Scheme of Arrangement–Promoter Companies, STFL will also directly hold 8,26,96,056 equity shares in TIL.

[In other words, the existing equity shareholders in the Target Company which also include STFL and the Promoter Companies (existing subsidiaries of STFL) will be allotted equity shares of TIL in proportion to their existing shares in the Target Company. STFL and the Promoter Companies will hold shares in the Target Company and TIL. Further, the Acquirer Trusts will have indirect control on TIL shares (upon demerger of sugar business of that Target Company into TIL).]

iv. Consequent to the approval of the Hon’ble Allahabad High Court to the Scheme of Arrangement–Promoter Companies, the number of equity shares held directly by STFL in the Target Company shall stand increased from 1,69,07,375 shares to 8,29,96,056 shares. However, no change in the aggregate shares held directly or indirectly by STFL would arise pursuant to the sanction of the said Scheme as the number of shares held by STFL in the Target Company pre and post the scheme (including shares held by direct/indirect subsidiaries) would remain at 8,29,96,056 shares representing 32.06% of the equity share capital of the Target Company.

v. Subsequent to the above and upon coming into effect of the Scheme of Arrangement between the Target Company and TIL, STFL would also hold 8,29,96,056 shares in TIL.

vi. The Acquirer Trusts do not hold any shares directly or indirectly in the Target Company as on date of this application. However, the Settlors and the Trustees of the Acquirer Trusts have held shares in the Target Company for more than 3 years.

vii. The details of the Board of Directors of the Target Company as on the date of the application is as follows –

Sr. No. Name Designation 1. Mr. Dhruv M. Sawhney Promoter & Executive Director 2. Mr. Tarun Sawhney Promoter & Executive Director 3. Mr. Nikhil Sawhney Promoter & Non – Executive Director 4. Dr. F. C. Kohli Independent Non – Executive Director 5. Lt. Gen. K. K. Hazari Independent Non – Executive Director 6. Mr. Mahendra K. Daga Independent Non – Executive Director 7. Mr. Shekhar Datta Independent Non – Executive Director 8. Ms. Homai A. Daruwalla Independent Non – Executive Director 9. Dr. Santosh Pande Independent Non – Executive Director 10. Mr. Sudipto Sarkar Independent Non – Executive Director viii. The present application is filed under Regulation 11(1) of the Takeover Regulations seeking exemption from the obligation to make an open offer under Regulation 3 read with Regulation 5(1) of the Takeover Regulations for the gift/settlement of shares held by STFL to the Acquirer Trusts under the following:

a. For acquisition of indirect control of 8,26,96,056 (32.06%) equity shares in the Target Company upon gift/settlement of shares in STFL, including its direct/indirect subsidiaries [Refer to Table B and C at page 4]. b. Exemption to the Acquirer Trusts for acquisition of indirect control of 8,26,96,056 (32.06%) equity shares of TIL, upon gift/settlement of shares in STFL, including its direct/indirect subsidiaries [Refer to paragraph (iii)B at page 5].

Grounds for seeking exemption – i. The acquisition for which exemption is sought will take place pursuant to a private family arrangement intended to streamline ownership and welfare of the Sawhney Family. ii. The Acquirer Trusts are entities set up by the Promoters of the Target Company and TIL and would fall within the definition of the ‘Promoter Group’ under the SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (“ICDR Regulations”) as the present Trustees and beneficiaries of the Acquirer Trusts are the family members of the Promoters and their bloodline descendants. iii. The proposed transfer of shares is a non–commercial transaction which will not prejudice the interest of the public shareholders of the Target Company and TIL (upon issue of shares to the public shareholders pursuant to sanction of the Scheme of Arrangement–Target Company) in any manner. iv. The proposed indirect transfer of shares of the Target Company and TIL (as and when issued pursuant to sanction of the Scheme of Arrangement–Target Company) is not to any third party but to Private Family Trust(s), whose Trustees and beneficiaries are the family members of the individual Promoters and their bloodline descendants. v. The proposed settlement of 1,29,34,550 equity shares in STFL to the Acquirer Trusts does not in any way result in a change in control or management of the Target Company and TIL. vi. There will be no change in the overall promoter shareholding of the Target Company and TIL pursuant to the proposed transfer of shares to the Acquirer Trusts. vii. The change in the identity of persons who will directly and indirectly exercise voting rights over the Target Company and TIL through STFL will only be between persons who, in their personal capacities, are Promoters (and their relatives) of the Target Company and TIL. viii. The undertaking from the Acquirer Trusts stating that (a) any change in the trustees or beneficiaries of the Acquirer Trusts or any change in ownership/control of shares/voting rights held by the Trusts would be disclosed to the concerned stock exchange(s) and (b) the provisions of the SEBI Act and the Regulations framed thereunder will apply on the basis that the ownership or control of shares or voting rights in the Target Company and TIL are vested directly or indirectly with the Trustees and beneficiaries of the Acquirer Trusts, is enclosed (with) this application.”

1.5 Subsequently, vide an e–mail dated February 13, 2017, the representative for the Acquirer Trusts inter alia informed SEBI as under – “… The Board of Directors of the Target Company had at their meeting held on 9th February, 2017, withdrawn the Scheme of Arrangement between the Target Company and its wholly owned subsidiary i.e. TIL. Consequently, no equity shares will be issued by TIL to the shareholders of the Target Company. Accordingly, there will be no indirect acquisition of equity shares of TIL by the Acquirer Trusts.”

1.6 Thereafter, vide an e–mail dated March 8, 2017, the representative for the Acquirer Trusts inter alia informed SEBI as under – “… as informed earlier vide our mail dated February 13, 2017, there will be no indirect acquisition of the equity shares of TIL … Accordingly, we don’t seek any approval of indirect acquisition by the (Acquirer Trusts in respect of) the shares of TIL.”

Observations of the Takeover Panel on the Application made by the Proposed Acquirers –

A. Takeover Panel’s Recommendations –

2.1 The Application dated October 21, 2016, was forwarded to the Takeover Panel in terms of the proviso to Regulation 11(5) of the Takeover Regulations. The matter was deliberated by the Takeover Panel in its meeting held on March 17, 2017. The Takeover Panel made the following observations – “In the case of Triveni Engineering and Industries Limited … the Panel took note of the Undertakings given by the applicants and decided that they submit the revised/amended trust deed(s) with SEBI, incorporating the undertakings made by them. The cases would then be taken up for further consideration.”

2.2 Vide an e–mail dated March 27, 2017 and April 7, 2017, the representative for the Acquirer Trusts inter alia informed SEBI as under – “… (The Scheme of Arrangement–Promoter Companies) between STFL (Transferee) and UTFL (Transferor 1), TITL (Transferor 2), DIL (Transferor 3), TOTIL (Transferor 4), TETSL (Transferor 5), ATL (Transferor 6) and KUL (Transferor 7) and their respective shareholders and creditors, providing for amalgamation of the Transfer 1 to 6 with the Transferee Company and for demerger of ‘Investment Business’ of Transferor 7 and its transfer and vesting in the Transferee … has been approved by the National Company Law Tribunal (“NCLT”) vide its Order dated 23rd March, 2017 and the same has become effective from 24th March, 2017 i.e. date of filing of a certified copy of the NCLT Order with the ROC, Kanpur. Consequent upon the Scheme becoming effective, all the investments held by Transferors 1 to 6 and the ‘Investment Business’ of Transferor 7 in the Target Company and TIL, stood transferred to and vested in the Transferee w.e.f. the appointed date i.e. 1st November, 2016. Consequently, the shareholding of the Transferee in the Target Company stood increased from 6.55% to 32.06% …”

2.3 Vide an e–mail dated April 13, 2017, the representative for the Acquirer Trusts inter alia informed SEBI as under – “… We would like to bring to your kind notice that with the approval of the Board and the shareholders, STFL has, on March 31, 2017, filed a Scheme of Arrangement with NCLT for demerger of its business undertaking including its strategic investment in the Target Company, in its wholly owned subsidiary Company, viz. Verve Professional Services Pvt. Ltd. (Transferee Company). …

I would like to clarify that the demerger of STFL into its wholly owned subsidiary i.e. Verve, will not have any impact on the said application in view of the following –

Table D - Shareholding pattern of STFL as on March 31, 2017 Sr. No. Name No. of shares % Shareholding A. Promoter/ Promoter Group 1. Mr. Dhruv M. Sawhney 94,93,551 73.394 2. Mrs. Rati Sawhney 34,41,000 26.603 3. Mr. Tarun Sawhney 151 0.001 4. Mr. Nikhil Sawhney 196 0.001 5. M/s Manmohan Sawhney (HUF) 100 0.001 6. Mr. Satvinder Singh Walia 1 0.000 7. Mr. Surender Kaur Walia 1 0.000 Total 1,29,35,000 100.000 *2 shares were transferred to Mr Satvinder Singh Walia, Director of STFL and Mrs. Surender Kaur Walia on March 31, 2017, to comply with the requirements of Companies Act i.e. minimum 7 shareholders in a public limited company.

STFL is presently holding 26.46% shares of Triveni Turbine Limited (“TTL”) and 32.06% shares of the Target Company… Upon approval/effectiveness of the Scheme of demerger by NCLT with effect from the appointed date i.e. March 1, 2017, 32.06% shares of the Target Company held by STFL, will stand transferred and vested in Verve and as consideration, Verve will issue shares to the shareholder of STFL mentioned at (Table D) above in the ratio 1:1. Accordingly, both the Companies i.e. STFL and Verve, upon demerger will have same set of shareholders mentioned at (Table D) above and the shareholding pattern of both the Companies will also be the same. STFL will continue to hold 26.46% of TTL shares and Verve will hold 32.06% shares of the Target Company. Separate Applications for transfer of Verve shares to the Acquirer Trusts, if required, will be made at the appropriate time.”

2.4 During the intervening period, vide an e–mail dated April 10, 2017, SEBI advised the Acquirer Trusts to submit the revised/amended Trust Deed (s) incorporating the Undertaking submitted by them.

2.5 The duly executed supplementary Trust Deeds incorporating the Undertakings made by the Acquirer Trusts were submitted to SEBI on April 18, 2017.

B. Takeover Panel’s Recommendations –

2.6 The Application dated October 21, 2016, was deliberated by the Takeover Panel in its meeting held on April 19, 2017. The Takeover Panel made the following observations – “In the case of Triveni Engineering and Industries Limited … the Panel took note of the revised executed Trust Deed submitted by the applicants and the incorporation of the necessary Undertakings in the Trust Deed. The Panel recommended exemption in the matter subject to the applicant submitting the registered amended Trust Deed.”

2.7 Thereafter, vide an e–mail dated June 13, 2017, the revised registered amended Trust Deeds for the Acquirer Trusts were submitted by their authorised representative, to SEBI.

Consideration of the Application and Findings –

3.1 I have considered the Application alongwith further correspondence/submissions/clarifications submitted by the Acquirer Trusts; the recommendations of the Takeover Panel and other material available on record.

3.2.1 From the preceding paragraphs, it is noted that –

A. The Application submitted is in respect of the proposed indirect acquisition and control of the shareholding and voting rights in the Target Company i.e. Triveni Engineering and Industries Limited.

B. The aforesaid acquisition is proposed to be made by Tarun Sawhney Trust and Nikhil Sawhney Trust i.e. the Proposed Acquirers, in the following manner – i. Amalgamation of UTFL, TITL, DIL, TOTIL, TETSL, ATL with STFL;

ii. Demerger of the investment business of KUL (including inter alia shares of the Target Company), which shall be transferred and vested with STFL;

iii. Transfer of 1,29,34,550 (94.66%) equity shares of STFL, by the existing shareholders i.e. Mr. Dhruv M. Sawhney and Mrs. Rati Sawhney, equally to Acquirer Trust 1 and Acquirer Trust 2 [to be transferred subsequent to sanction of the Scheme of Arrangement–Promoter Companies].

Name of Transferor Name of Transferee No. of shares held in STFL to % of paid up capital in STFL be transferred to be transferred Mr. Dhruv M. Sawhney Acquirer Trust 1 – Tarun Sawhney Trust 47,46,775 34.74 Mrs. Rati Sawhney 17,20,500 12.59 Mr. Dhruv M. Sawhney Acquirer Trust 2 – Nikhil Sawhney Trust 47,46,775 34.74 Mrs. Rati Sawhney 17,20,500 12.59 Total 1,29,34,550 94.66 iv. The pre and post–acquisition shareholding in the Target Company will be as under –

Name Pre – Acquisition Post – Acquisition Shares % Shares % A. Promoter Group 1. M/s Subhadra Trade & Finance Limited 1,69,07,375 6.55 8,26,96,056 32.06 2. M/s Umananda Trade & Finance Limited 2,14,14,339 8.31 0 0.00 3. M/s Tarnik Investments & Trading Limited 1,86,80,527 7.24 0 0.00 4. M/s Dhankari Investments Limited 1,47,14,901 5.70 0 0.00 5. TOFSL Trading & Investments Limited 1,639 0.00 0 0.00 6. The Engineering & Technical Services Limited 250 0.00 0 0.00 7. Accurate Traders Limited 6,48,500 0.25 0 0.00 8. Kameni Upaskar Limited 1,03,28,525 4.01 0 0.00 9. Mr. Dhruv M. Sawhney 3,83,91,756 14.88 3,83,91,756 14.88 10. Mrs. Rati Sawhney 2,03,58,164 7.89 2,03,58,164 7.89 11. Mr. Tarun Sawhney 1,46,95,375 5.70 1,46,95,375 5.70 12. Mr. Nikhil Sawhney 1,52,77,653 5.92 1,52,77,653 5.92 13. M/s Manmohan Sawhney (HUF) 45,13,225 1.75 45,13,225 1.75 14. Mrs. Tarana Sawhney 25,000 0.01 25,000 0.01

B. Public Shareholding 8,19,87,881 31.79 8,19,87,881 31.79

Total (A + B) 25,79,45,110 100.00 25,79,45,110 100.00 v. By virtue of the aforesaid transfer, the Acquirer Trusts would indirectly acquire 8,26,96,056 (32.06%) equity shares in the Target Company held by STFL, directly and indirectly, as under:

Sr. No. Name Interest of STFL in such entity No. of shares % Shareholding 1. M /s Subhadra Trade & Finance Limited* Self 1,69,07,375 6.55 2. M /s Umananda Trade & Finance Limited Direct Holding 93.20% and 2,14,14,339 8.31 balance 6.8% held indirectly through subsidiaries 3. M /s Tarnik Investments & Trading Limited Direct (Wholly owned subsidiary) 1,86,80,527 7.24 4. M /s Dhankari Investments Limited Direct holding 90.8% and balance 1,47,14,901 5.70 9.2% held indirectly through subsidiaries 5. T OFSL Trading & Investments Limited Direct holding 90.5% and balance 1,639 0.00 9.5% held indirectly through subsidiaries 6. T he Engineering & Technical Services Direct holding 91% and balance 250 0.00 Limited 9% held indirectly through subsidiaries 7. A ccurate Traders Limited Direct (Wholly owned subsidiary) 6,48,500 0.25 8. K ameni Upaskar Limited Direct (Wholly owned subsidiary) 1,03,28,525 4.01 Total 8,26,96,056 32.06

C. The proposed acquisition is pursuant to a private family arrangement intended to streamline succession and welfare of the Sawhney Family and will not prejudice the interest of the public shareholders.

D. There will be no change in control of the Target Company pursuant to the proposed acquisition.

E. There is no new acquisition of shares by the Promoters Group and the pre-acquisition and post-acquisition shareholding of the Promoter Group in the Target Company will remain the same at 68.21%.

F. There will also be no change in the public shareholding of the Target Company.

G. The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 (“SCRR”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

H. The Takeover Panel recommended grant of exemption to the Proposed Acquirers/Applicants subject to them submitting the registered amended Trust Deeds.

I. The revised registered amended Trust Deeds of the Applicants/Acquirer Trusts were submitted to SEBI vide an e–mail dated June 13, 2017.

3.2.2 Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further correspondence/submissions/ clarifications) be granted to the Proposed Acquirers, subject to certain conditions as ordered herein below.

Order –

4.1 I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) read with Regulation 11(5) of the Takeover Regulations, hereby grant exemption to the Proposed Acquirers, viz. Tarun Sawhney Trust and Nikhil Sawhney Trust (each represented by their Trustee – Mr. Dhruv M. Sawhney), from complying with the requirements of Regulation 3 and Regulation 5(1) of the Takeover Regulations with respect to the proposed acquisition/exercise of voting rights in respect of the Target Company, viz. Triveni Engineering and Industries Limited, by way of proposed transactions as mentioned in the Application.

4.2 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. iii. The statements/ averments made or facts and figures mentioned in the Application and in the subsequent correspondence/submissions/clarifications by the Proposed Acquirers are true and correct. iv. The provisions of the SEBI Act and the Regulations framed thereunder will apply on the basis that the ownership or control of shares or voting rights vests not only directly with the Trustees but also indirectly with the beneficiaries of the Proposed Acquirers. v. There shall be no limitation of liability of the Trustees/beneficiaries in relation to the provisions of the SEBI Act and all Regulations framed thereunder. vi. The Proposed Acquirers shall ensure compliance with the statements and disclosures made in the Application and in the subsequent correspondence. vii. The Proposed Acquirers 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 Target Company, which 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. viii. The Proposed Acquirers shall get the compliance status certified from an Independent Auditor annually and furnish the same to the stock exchanges with a copy endorsed to SEBI for its records. ix. The Proposed Acquirers shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deeds shall be suitably modified and expeditiously reported to SEBI. x. The liabilities and obligations of individual transferors under the SEBI Act and Regulations framed thereunder will not change or get diluted due to transfers to the Proposed Acquirers.

4.3 The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations 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.

4.4 The Application dated October 21, 2016 (read with further correspondence/submissions/ clarifications) filed by Tarun Sawhney Trust and Nikhil Sawhney Trust (each represented by their Trustee – Mr. Dhruv M. Sawhney), is accordingly disposed of.

Place: Mumbai S. RAMAN Date: July 21, 2017 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA