In the matter of Anka India Limited- minimum public shareholding requirement

WTM/PS/CFD/91/MAR/2014 BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA CORAM : PRASHANT SARAN, WHOLE TIME MEMBER ORDER Under sections 11(1), 11(2)(j), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 read with section 12A of the Securities Contracts (Regulation) Act, 1956 in the matter of non-compliance with the requirement of minimum public shareholding by listed companies In respect of Anka India Limited

1. Securities and Exchange Board of India (hereinafter referred to as "SEBI") had passed an interim order dated June 04, 2013 (hereinafter referred to as "the interim order ") with respect to 105 listed companies who did not comply with the Minimum Public Shareholding ("MPS") norms as stipulated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (hereinafter referred to as "SCRR") within the due date i.e., June 03, 2013. The interim order was passed without prejudice to the right of SEBI to take any other action, against the non-compliant companies, their promoters and/or directors or issuing such directions in accordance with law. The interim order was to be treated as a show cause notice by those companies for action contemplated in paragraph 18 thereof.

2. Anka India Limited (hereinafter referred to as "the Company") is one such company against whom the interim order was passed. The equity shares of the Company are listed on the Bombay Stock Exchange Limited ("BSE"). 3. The Company vide letter dated June 20, 2013 submitted that it is committed to reduce the promoters' shareholding from 89.39% to 75%, but is unable to do so in view of non-receipt of trading approval from BSE and that its shares were not in dematerialized form. The Company had requested SEBI not to initiate any disciplinary action as it would, on receipt of approvals from respective authorities, reduce the promoters' shareholding to 75% and comply with MPS requirement. 4. Thereafter, vide letters dated October 30, 2013 and January 15, 2014, the Company has submitted that one of its promoters, Mrs. Paramjit Kaur Sethi (who was holding 13,32,950 shares representing 63.65%) had made an Offer for Sale ("OFS") on October 18, 2013 of 3,14,148 shares representing 15%. Pursuant to the successful OFS, the promoters' shareholding reduced to 74.39% and consequently the public shareholding increased from 10.61% to 25.61%.

The Company further submitted that in view of the same, it has complied with the MPS requirements and requested SEBI to condone the delay. The Company also requested SEBI to revoke the directions issued vide the interim order in respect of the Company, its directors, promoters and promoter group. A copy of the shareholding pattern of the Company pursuant to the OFS was also submited vide the Company's letter dated January 15, 2014. 5. The Company was afforded an opportunity of personal hearing on March 12, 2014, when Mr. Dinesh Kumar Arora, Professional Company Secretary, as authorised by the Company, appeared and reiterated the Company's submissions made vide its replies. 6. I have considered the case against the Company. I note that the Company has made an OFS on October 18, 2013 and pursuant to the same, the public shareholding is now at 25.61%, which is above the minimum public shareholding requirement as stipulated under rule 19A of the SCRR. I have also perused the shareholding pattern of the Company as of December 2013, which has been uploaded in the website of the BSE, which confirms the position as submitted by the Company.

7. I have also perused the disclosure dated October 19, 2013 made by the Company's promoter Mrs. Paramjit Kaur Sethi, under regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the BSE, wherein her initial shareholding (i.e., 13,32,950 shares), the number of shares sold (i.e., 3,14,148 shares) in the OFS and her shareholding on the date of such disclosure (i.e., 10,18,802 shares) have been disclosed. 8. Considering the fact that the Company has complied with the MPS norms, though belatedly on October 18, 2013, I, while warning the Company for such delayed compliance, do not propose to initiate further action against the Company as contemplated in paragraph 18 of the interim order. The Company is advised to ensure compliance with all the applicable laws and regulations administered by SEBI, in letter and spirit, within the time lines prescribed by SEBI under such statutes. 9. With the above observations, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(2)(j), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby revoke the directions issued vide the interim order dated June 04, 2013 against the company, Anka India Limited, its directors, promoters and promoter group, with immediate effect.

10. Copy of this Order shall be served on the stock exchanges and depositories for their information and action that may deem fit and necessary in this case.

PRASHANT SARAN WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA Date : March 28, 2014 Place : Mumbai