Order in The Matter of Aanjaneya Lifecare Limited (Now Known As Dr. Datsons Labs Limited)

WTM/RKA/EFD-DRA-I/51/2016
BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

ORDER
Under section 11B of the Securities and Exchange Board of India Act, 1992 read with
regulation 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 - in respect of Finaventure Capital Limited, Mr. Kannan
Vishwanath and Dr. Ashleys Labs Limited.
In the matter of Aanjaneya Lifecare Limited (Now known as Dr. Datsons Labs
Limited)
1.
Based on the complaints received, SEBI conducted investigation into dealing in the shares of
Aanjaneya Lifecare Limited (hereinafter referred to as the target company) during May 2012
to May 2013 (investigation period). The name of the target company was changed to Dr.
Datsons Labs Ltd. with effect from September 02, 2013. The shareholding pattern of the
target company during the relevant quarters ended March 2012 to June 2013 was as
following:Table-1: Shareholding Pattern during March 2012 To June 2013
Quarter ended Mar 2012
Particular
Promoter
Holding
Non Promoter
Holding
Total
share
capital
Particular
Promoter
Holding
Non Promoter
Holding
Total
share
capital
2.
Quarter ended June 2012
No. of No.
Of %
to Shares
% to no.of No. of No.
Of %
to
share
shares
total
pledged
or shares
share shares
total
holders
shares otherwise
holders
shares
encumbered
4
7987140 57.51
2073000
25.95
4 7274433 52.38
916
5900011
42.49
920
13887151
100
1607
2073000
14.93
6612718
47.62
1611 13887151
100
Quarter ended Dec 2012
7389718
53.21
1118
13887151
100
1965
6133900
3816000
27.48
982
7279718
52.42
986
13887151
100
Quarter ended Mar 2013
No. of No.
Of %
to Shares
% to no.of No. of No.
Of %
to
share
shares
total
pledged
or shares
share shares
total
holders
sharesl otherwise
holders
shares
encumbered
4
6497433 46.79
6133900
94.4
4 5724426 41.22
1114
Quarter ended Sep 2012
Shares
%
to No.
of No.
Of %
to
pledged
or no.of
share
shares
total
otherwise
shares holders
shares
encumbered
3816000
4
6607433
47.58
52.46
44.17
8162725
58.78
1969 13887151
100
5794500
38.83
3880
10367145
74.65
3882
13887151
100
Shares
%
to
pledged
or no.of
otherwise
shares
encumbered
3182700
90.42
3182700
It was observed that during the period March 2012 - June 2013, the total promoters'
shareholding in the share capital of the target company reduced from 57.51% in quarter
ended March 2012 to 25.35% in the quarter ended June 2013. During this period, the
shareholding of Finaventure Capital Limited in the target company had reduced from 42.89%
Order in the matter of Aanjaneya Lifecare Limited
41.73
Quarter ended June 2013
Shares
%
to No.
of No.
Of %
to
pledged
or no.of
share
shares
total
otherwise
shares holders
shares
encumbered
5392100
94.19
2
3520006
25.35
5392100
Shares
%
to
pledged
or no.of
otherwise
shares
encumbered
5794500
87.7
Page 1 of 11
22.92
to 8.98%, i.e., a reduction of 33.91% and that of Mr. Kannan Vishwanath increased from
14.62% to 16.37% of the share capital, i.e., an increase of 1.75% as shown in the following
table:
Table-2: Details of the promoters' shareholding (March 2012 - June 2013)
Sr.
no.
Name
Quarter ending
Quarter ending
Quarter ending
Quarter ending
Quarter ending
Quarter ending
Mar-12
Jun-12
Sep-12
Dec-12
Mar-13
Jun-13
Total No.
of Shares
1
2
3
4
Finaventur
e Capital
Limited
Kannan
Vishwanat
h
KashiVish
wanath
DivyaVish
wanath
Total
Promoter
Holding
Total
Share
Capital
3.
%age
Total
No. of
Shares
%age
Total
No. of
Shares
%age
Total
No. of
Shares
%age
Total
No. of
Shares
%age
Total
No. of
Shares
%age
5956172
42.89
5320172
38.31
4653172
33.51
4543172
32.71
3451765
24.86
1247365
8.98
2030948
14.62
1954241
14.07
1954241
14.07
1954241
14.07
2272641
16.37
2272641
16.37
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
10
0.00
7987140
57.51
7274433
52.38
6607433
47.58
6497433
46.79
5724426
41.22
3520006
25.35
13887151
100
1388715
1
100
13887151
100
13887151
100
13887151
100
13887151
100
It was also observed that during the investigation period, the top 10 clients contributed 17%
and 15% of the gross purchase and gross sales on NSE and 23.09% and 18.87% on BSE,
respectively as shown in the following tables:
Table-3: Gross Purchase and Gross Sales of Top 10 Clients on NSE
Buy Client Name
Total
% of
Gross
Buy to
Mkt.
Volume
CSA Holdings Pvt. Ltd.
707345
3.00
Bakulesh Trambaklal Shah
480233
2.04
Chetan Rasiklal Shah
441922
1.87
Jayneel Securities Private

Limited
417424
1.77
Quadeye Securities Pvt. Ltd.
393980
1.67
KBS Trading Pvt. Ltd.
335000
1.42
297112
1.26
293616
1.25
273469
1.16
Crosseas Capital Services Pvt.

Ltd.
Shimon Commotrade Private
Limited
Revathi Shares Pvt. Ltd.
Selling Client Name

Jayneel Securities
Private Limited
CSA Holdings Pvt.
Ltd.
Finaventure Capital
Limited
Quadeye Securities
Pvt. Ltd.
Revathi Shares Pvt.
Ltd.
Crosseas Capital
Services Pvt. Ltd.
Total
% of
Gross Sell
to Mkt.
Volume
484056
2.05
466026
1.98
426096
1.81
404456
1.72
393670
1.67
325101
1.38
299892
1.27
Gajanan Enterprises
267359
1.13
Dipan Mehta Share

and Stock Brokers
Pvt. Ltd.
264116
1.12
Page 2 of 11
Kannan Vishwanath
270800
% of
Gross
Buy to
Mkt.
Volume
1.15
Top 10 Buy Clients
3910901
Remaining Clients
Total Traded Volume
Buy Client Name
Total
Selling Client Name
% of
Gross Sell
to Mkt.
Volume
Total
MBL & Co. Limited
262437
1.11
17
Top 10 Selling Clients
3593209
15
19670946
83
19988638
85
23581847
100
Remaining Clients
Total Traded
Volume
23581847
100
Table-4: Gross Purchase and Gross Sales of Top 10 Clients BSE
Buy Client Name
4.
Total
% of
Gross
Buy to
Mkt.
Volum
e
Bakulesh Trambaklal Shah
861415
5.99
Jayneel Securities Private Limited
410150
2.85
Quadeye Securities Pvt. Ltd.
389396
2.71
Crosseas Capital Services Private

Limited
300034
2.09
CSA Holdings Pvt. Ltd.
248270
1.73
242331
1.69
KBS Trading Pvt. Ltd.
237500
1.65
Gajanan Enterprises
220722
1.53
Shimon Commotrade Pvt. Ltd.
214349
1.49
Revathi Shares Pvt. Ltd.
197168
1.37
Top 10 Buy Clients
3321335
23.09
Remaining Clients
11063582
76.91
Total Traded Volume
14384917
100.00
Selling Client Name

Quadeye Securities
Pvt. Ltd.
Jayneel Securities
Private Limited
Shentracon Trexim
Private Limited
Crosseas Capital
Services Private
Limited
Yaduka Financial
Services Limited
Revathi Shares Pvt.
Ltd.
Total
Gajanan Enterprises
Primesec Investments
Limited
Finaventure Capital
Limited
Top 10 Sell Clients
Remaining Clients
Total Traded
Volume
% of
Gross
Sell to
Mkt.
Volum
e
389534
2.71
340518
2.37
300000
2.09
297099
2.07
281000
1.95
278586
1.94
231146
1.61
217353
1.51
201985
1.40
177550
1.23
2714771
18.87
11670146
81.13
14384917
100.00
The promoters, viz. Finaventure Capital Ltd. and Mr. Kannan Vishwanath were from
amongst the top ten buyers and sellers at NSE and BSE in the scrip of the target company
during the investigation period. Another entity, viz. Dr. Ashleys Labs Limited had purchased
and sold shares of the target company at NSE and BSE during the investigation period.
Trading details of these three entities at NSE and BSE are given in the following table:
Page 3 of 11
Table-5: Trading details Finaventure Capital Ltd., Mr. Kannan Vishwanath and
Dr. Ashleys Labs Limited
Sr. No.
1
2
3
Name
Kannan Vishwanath
Finaventure Capital
Limited
Gross
Buy
NSE
270800
Gross
Sell
NSE
79409
191391
Gross
Buy
BSE
47450
59000
404456
-345456
44569
68784
-24215
Net
NSE
Gross Sell
BSE
Net BSE
46707
743
55006
177550
-122544
78230
41283
36947
5.
Finaventure Capital Limited, Mr. Kannan Vishwanath the promoters of the target company
had common address with target company. Dr. Ashleys Labs Limited a promoter related
company had a common director Mr. Shashi Kant Shinde with the target company.
6.
Finaventure Capital Limited (32.71%), Mr. Kannan Vishwanath (14.07%) were already
collectively holding more than 45% of the total shareholding of the target company in the
quarter ending December 2012. They alongwith Dr. Ashleys Labs Ltd. bought a total of
8,02,055 shares (5.77%) of the company during the financial year 2012 - 13 on gross buy basis
as given in the following table:
Table -6: Gross purchase by Finaventure Capital Limited, Mr. Kannan Vishwanath
and Dr. Ashleys Labs Limited
Date
Cumulative
total
Name
NSE
BSE
09.04.2012
Finaventure Capital Limited
25000
25000
50000
50000
0.36
12.04.2012
25000
25000
50000
100000
0.72
25.04.2012
21000
21000
42000
142000
1.02
27.04.2012
50000
50000
100000
242000
1.74
28.04.2012
2500
2500
5000
247000
1.78
08.05.2012
42500
28500
71000
318000
2.29
15.06.2012
10000
10000
328000
2.36
10.07.2012
Kannan Vishwanath
20000
20000
348000
2.51
25.07.2012
Kannan Vishwanath
50300
62300
410300
2.95
26.07.2012
Kannan Vishwanath
13000
13000
423300
3.05
27.07.2012
Kannan Vishwanath
14250
14250
437550
3.15
30.07.2012
Kannan Vishwanath
2500
2500
440050
3.17
31.07.2012
Kannan Vishwanath
9000
9000
449050
3.23
02.08.2012
Kannan Vishwanath
3000
3000
452050
3.26
03.08.2012
Kannan Vishwanath
1500
1500
453550
3.27
16.08.2012
Kannan Vishwanath
2500
2500
456050
3.28
24.08.2012
Kannan Vishwanath
15000
15000
471050
3.39
28.08.2012
16500
33000
504050
3.63
29.08.2012
Kannan Vishwanath
7500
511550
3.68
7500
12000
16500
Total
% to total
share holding
of the
Company
Page 4 of 11
Date
Name
NSE
BSE
31.08.2012
Kannan Vishwanath
10000
03.09.2012
Kannan Vishwanath
11100
04.09.2012
Kannan Vishwanath
16500
23000
20.09.2012
26.09.2012
Kannan Vishwanath
27.09.2012
Cumulative
total
Total
% to total
share holding
of the
Company
10000
521550
3.76
11100
532650
3.84
39500
572150
4.12
572156
4.12
6500
6500
578656
4.17
Kannan Vishwanath
750
750
579406
4.17
28.09.2012
Kannan Vishwanath
1850
1850
581256
4.19
11.12.2012
Kannan Vishwanath
12000
12000
593256
4.27
13.12.2012
Kannan Vishwanath
14700
27150
620406
4.47
14.12.2012
Kannan Vishwanath
7700
7700
628106
4.52
17.12.2012
Kannan Vishwanath
21150
21150
649256
4.68
18.12.2012
Kannan Vishwanath
3500
3500
652756
4.70
26.12.2012
500
800
653556
4.71
28.12.2012
300
300
653856
4.71
31.12.2012
19888
19888
673744
4.85
31.12.2012
Kannan Vishwanath
12500
686244
4.94
03.01.2013
201
201
686445
4.94
07.01.2013
500
7500
8000
694445
5.00
09.01.2013
1750
523
2273
696718
5.02
10.01.2013
420
420
697138
5.02
11.01.2013
2081
6347
8428
705566
5.08
15.01.2013
2102
2102
707668
5.10
16.01.2013
7015
7373
14388
722056
5.20
18.01.2013
388
388
722444
5.20
21.01.2013
Kannan Vishwanath
14000
14000
736444
5.30
22.01.2013
15000
15000
751444
5.41
04.02.2013
15000
15000
766444
5.52
13.02.2013
1751
1751
768195
5.53
14.02.2013
2449
2449
770644
5.55
15.02.2013
15000
15000
785644
5.66
20.02.2013
4485
4485
790129
5.69
25.02.2013
11926
11926
802055
5.78
12450
300
12500
Total
Total shareholding of the
Company
802055
13887151
7.
With the acquisition of total 8000 shares of the target company by Dr. Ashleys Labs Limited
on January 07, 2013, as aforesaid, the shareholding of Finaventure Capital Limited alongwith
its PACs exceeded more than 5% (5.00063%) of the share capital of the target company.
8.
Based on the above, a show cause notice (SCN) dated January 28, 2016 was issued to
Finaventure Capital Limited, Mr. Kannan Vishwanath and Dr. Ashleys Labs Limited
Page 5 of 11
(hereinafter collectively referred to as 'the noticees' and individually by their respective names)
as they together purchased 8,02,055 shares, i.e., 5.77% of the shareholding of the company
during financial year 2012-13 and thereby they had violated regulation 3(2) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to
as the "Takeover Regulations") by failing to make an open offer in accordance with the said
Regulations. The noticees were called upon to show cause as to why suitable directions under
section 11B of the SEBI Act and regulation 3(2) of the Takeover Regulations should not be
issued against them.
9.
The noticees filed their replies to the SCN vide their letters dated February 22, 2016 wherein
they denied the allegations mentioned in the SCN and submitted that they had complied with
all the regulations which are mentioned in the SCN. They have also inter alia submitted that:
(i)
(ii)
(iii)
(iv)
(v)
They entered into various transactions over a period of time in the scrip of the
company and are not able to confirm the trades which is mentioned in the SCN.
They maintained the relevant files at the registered office of the company There was
heavy flooding in company office situated in low lying area which fully damaged the
files pertaining to the accounts and compliance department of the company, which also
included bills/voucher pertaining to payment and expenditure. Therefore, they do not
have the acknowledgement copy which is received from company during this period
for the execution of the trades.
The Honble Bombay High Court passed the order for winding up of the company on
January 12, 2016 and for appointment of provisional liquidator as the official liquidator
of the company.
They do not have any documents or materials pertaining to the company. They
maintained all the documents and information at the registered office of the company
which is under the possession of the lead bank and official liquidator of the company.
Mr. Kannan Vishwanath also stated that he had resigned from the company on
February 14, 2015 and has requested to exempt him from personal hearing for medical
reasons.
10. Since Mr. Kannan Vishwanath had waived the opportunity of personal hearing the other
noticees, viz. Finaventure Capital Limited and Dr. Ashleys Labs Limited were granted an
opportunity of personal hearing on April 12, 2016 and notices in this regard were served
upon them through affixture of hearing notices at their respective addresses but they have
failed to avail the opportunity. It is noted that all the noticees have filed their replies to the
SCN. One of them has waived the opportunity of personal hearing and other two have failed
to avail the same despite service of notice upon them in this regard. Considering these facts
and circumstances, I am of the view that principles of natural justice have been complied with
in this matter and the mater can be proceeded with on the basis of SCN, replies/submissions
Page 6 of 11
of the noticee and relevant material available on record.

11. From the SCN it is noted that it seeks to charge the three noticees that they have violated the
provisions of regulation 3(2) of the Takeover Regulations and the charge has been leveled on
the basis that they were persons acting in concert (PACs) with regard to each others'
acquisitions during the financial year 2012-13. In this case, the noticees have not disputed
their transactions as described in the SCN but have denied the charges and allegations of
violation of the Takeover Regulations as alleged in the SCN.
12. Before dealing with the merits of the case, I deem it necessary to refer to the relevant
provisions of the Takeover Regulations referred to in the SCN as underRegulation 2(1)(q)persons acting in concert means,
(1) persons who, with a common objective or purpose of acquisition of shares or voting rights in, or
exercising control over a target company, pursuant to an agreement or understanding, formal or
informal, directly or indirectly co-operate for acquisition of shares or voting rights in, or exercise of
control over the target company.
(2) Without prejudice to the generality of the foregoing, the persons falling within the following categories
shall be deemed to be persons acting in concert with other persons within the same category, unless the
contrary is established,
(i) a company, its holding company, subsidiary company and any company under the same
management or control;
(ii) a company, its directors, and any person entrusted with the management of the company;
(iii) directors of companies referred to in item (i) and (ii) of this sub-clause and associates of such
directors;
(iv) promoters and members of the promoter group;
(v) immediate relatives;
(vi)a mutual fund, its sponsor, trustees, trustee company, and asset management company;
(vii)a collective investment scheme and its collective investment management company, trustees and
trustee company;
(viii)a venture capital fund and its sponsor, trustees, trustee company and asset management company;
(ix)a foreign institutional investor and its sub-accounts;
(x)a merchant banker and its client, who is an acquirer;
(xi)a portfolio manager and its client, who is an acquirer;
(xii) ..
(xiii)..
Page 7 of 11
Regulation 3(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".
13. In terms of the aforesaid regulation 3(2) an acquirer who together with PACs with him holds
25% shares/voting rights in a target company can acquire within any financial year maximum
5% shares/voting rights without triggering the obligation to make the open offer under the
said regulation. As provided in Explanation (i) to regulation 3(2), for the purpose of
determining the quantum of acquisition of additional voting rights under this sub-regulation
gross acquisition alone shall be taken into account regardless of any intermittent fall in the
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.
14. From the above scheme of regulation 3(2) it is clear that for invoking this regulation, it is
mandatory to establish that:
(a) the acquire together with PACs with him already holds 25% shares/ voting rights in the
target company;
(b) the acquirer acquires more than 5% shares/voting rights in the target company in a
financial year; and
(c) the gross acquisition alone in the financial year should be more than 5% limit, regardless
of intermittent disposal /dilution in the financial year.
15. In this case, the SCN has been issued based on the basis of the change in shareholding of the
promoters during the quarter during the quarter ended March 2012 to June 2013 in as much
as it relies upon the fact that during this period:
(a) the total shareholding of the promoters in the target company reduced from 57.51% to
25.35%;
(b) the shareholding of Finaventure Capital Limited had reduced from 42.89% to 8.98% (i.e.,
reduction of 33.91%);
Page 8 of 11
(c) the shareholding of Mr. Kannan Vishwanath increased from 14.62% to 16.37% (i.e.,
increase of 1.75%)
16. The aforesaid basis in the SCN is vague and ambiguous as it fails to reason as to why the
period between quarter ended March 2012 to June 2013 has been chosen for examination for
the purpose of regulation 3(2) wherein the relevant period is a financial year, i.e., a period of
12 months commencing on the first day of the month of April. I note from the above Table 1
that the financial year for the purpose of this case would be a period of 12 months
commencing on April 1, 2012, (i.e., the financial year 2012-13). From the said Table 1 it is
noted that during this financial year the total shareholding of the promoters had reduced
from 57.51% as on April 1, 2012 to 41.22% as on March 31, 2013. From Table 2 above, it is
noted that the individual shareholding of Finaventure Capital Limited had reduced from
42.89% as on April 1, 2012 to 24.86% as on March 31, 2013 i.e., reduction of 18.03% during
the financial year 2012 -13. Further, during this financial year the shareholding of Mr. Kannan
Vishwanath increased from 14.62% as on April 1, 2012 to 16.37% as on March 31, 2013 (i.e.,
increase of 1.75%).
17. From Tables 3 and 4 it is noted that Mr. Kannan Vishwanath was from amongst the top ten
buyers and sellers on NSE and Finaventure Capital Limited was from amongst top ten buyers
and sellers on BSE during the investigation period (May 2012 to May 2013). In my view, for
the purpose of this case this data is irrelevant/insignificant. The SCN further relies upon the
fact that in the quarter ended December 2012, these two promoter viz. Finaventure Capital
Limited (32.71%) and Mr. Kannan Vishwanath (14.07%) were collectively holding more than
45% shares in the target company. Reliance placed on shareholding of these two promoter
only that too on December 2012 is also misplaced. What is relevant for this case is whether
any promoter individually (himself or alongwith PACs with him) or all the promoters
collectively breached the 5% limit specified in regulation 3(2) during the financial year April
2012- March 2013. In this case, admittedly, none of the noticees have, individually, breached
this threshold limit by virtue of their individual gross acquisitions during the financial year
2012-13. The SCN is silent as to whether gross purchase by these two promoters increased
total promoters' shareholding (who together held more than 25% shares/voting rights in the
target company) beyond 5% permissible creeping limit.
18. From Tables 2 and 6 it is inferred that Finaventure Capital Limited and Mr. Kannan
Vishwanath were holding 42.89% and 14.62% shares, respectively in the target company as
on March 31, 2012. Thus, their collective shareholding in the target company, as on March
31, 2012, was 57.51% of its total equity share capital. Their collective gross acquisitions
during the financial year 2012-13 (i.e., from April 09, 2012 to December 31, 2012) were only
4.94% and thus, their collective acquisition during the financial year 2012-13 were within 5%
permissible creeping limit and there was no breach of regulation 3(2) at all by virtue of their
Page 9 of 11
collective acquisitions during this financial year. It is noted that only because the acquisition
of 8,000 shares, on January 07, 2013, by Dr. Ashleys Labs Limited has been added with the
gross purchases of the aforesaid two promoters, it has been alleged that the threshold was
breached on January 07, 2013 (cumulative acquisitions as on this date was 5.00063%); and by
adding its further acquisitions till February 25, 2013 it has been alleged that collective gross
acquisition of these three noticees was 5.78% during the financial year 2012-13.
19. In order to determine the obligation of the noticees based on the charge as alleged in the
SCN it is important to examine whether they were acting in concert with each other for
acquiring more than 5% shares/voting rights in the target company during the financial year
2012-13.
20. From the aforesaid provisions of regulation 2(1)(q) (1)of the Takeover Regulations it is noted
that the concept of PAC therein is acquisition specific and the bright line test to determine
identity of the parties is their commonality of objective or purpose and community of interest
to acquire shares or voting rights in a target company. This bright line test also applies for the
deeming categories under regulation 2(1)(q)(2). It is noted that under regulation 2(1)(q)(2)(iv),
the 'promoters' and the members of the promoter group' are deemed to be 'persons acting in concert'.
However, if they can establish the contrary and show that they did not have commonality of
objective or purpose and community of interest to acquire additional shares or voting rights
beyond the prescribed threshold, they can be absolved of the charge. In this case, Finaventure
Capital Ltd. and Mr. Kannan Vishwanath were admittedly promoters of the target company
at the relevant time. Thus, they both are deemed PACs under regulation 2(1)(q)(2)(iv). They
have not established anything contrary to show that they did not have any commonalty of
objectives to acquire additional shares. The SCN is, however, silent as to why other
promoters are not deemed to be PACs with regard to the acquisitions of these two promoters
during the financial year 2012-13. It is not the case that these two promoters only held entire
promoters' shareholding/voting rights/control in the target company and other promoters
were not in concert with them. The SCN has chosen only these two promoters to be acting in
concert. Thus, the charge fails on the ground of this ambiguity and vagueness alone. Further,
even if it were to be assumed that other promoters did not have commonalty of objective
with regard to the gross acquisitions of these two promoters the collective increase in the
shareholding of these two promoters and also of all the promoters was admittedly 4.94% i.e.;
less than 5% threshold of permissible creeping acquisition during the financial year 2012-13.
21. It is noted that the acquisition of 8,000 shares by Dr. Ashleys Labs Limited on January 07,
2013 is alleged as trigger date as per the SCN. For the purpose of the instant SCN, it is
necessary to examine whether Dr. Ashleys Labs Limited was acting in concert with
Finaventure Capital Ltd. and Mr. Kannan Vishwanath with common objective to acquire
additional shares/voting rights in the target company on January 07, 2013. It is admitted fact
Page 10 of 11
that Dr. Ashleys Labs Limited was not a promoter of the target company at the relevant times
nor it was disclosed as PACs with the promoters and thus, it was not a deemed PAC in terms
of regulation 2(1) (q) (2)(iv) of the Takeover Regulations. Thus, the case has to be examined
under regulation 2(1) (q)(1). It is settled position that the requisite commonality of objective
or community of interest under regulation 2(1)(q) can be gathered from the facts and
circumstances including the act and conduct of the parties. In the instant case, the SCN does
not allege any concerted action on the part of Dr. Ashleys Labs Limited, Finaventure Capital
Ltd. and Mr. Kannan Vishwanath to indicate commonality of objective. The SCN merely
refers it PAC of other two noticees but does not mention any factor as basis of such
reference. The only fact mentioned in the Annexure to SCN is relation between Dr. Ashleys
Labs Limited and the target company on the basis of a common director. Even this factor, in
my view, is not sufficient to even suggest a concerted action on the part of Dr. Ashleys Labs
Limited with other two noticees to acquire additional shares/voting rights in the target
company beyond permissible 5% creeping limit during financial year 2012-13. Thus, SCN is
without any basis and the charge of violation of regulation 3(2) has not been brought home
therein.
22. It is also noted that as per the order dated January 12, 2016 passed by Hon'ble High Court of
Bombay the target company has been ordered to be wound up and as per the MCA master
data it is under Liquidation.
23. Considering the above, I do not deem it necessary to issue any direction as contemplated in
the show cause notice dated January 28, 2016 and the same is disposed of accordingly.
Sd/Date: MAY 12th, 2016

PLACE: MUMBAI
RAJEEV KUMAR AGARWAL

WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA
Page 11 of 11

Order in The Matter of Aanjaneya Lifecare Limited (Now Known As Dr. Datsons Labs Limited)

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Order in The Matter of Aanjaneya Lifecare Limited (Now Known As Dr. Datsons Labs Limited)

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WTM/RKA/EFD-DRA-I/51/2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

Quarter ended June 2012

Quarter ended Dec 2012

Quarter ended Mar 2013

Quarter ended Sep 2012

Quarter ended June 2013

Buy Client Name

CSA Holdings Pvt. Ltd.

Bakulesh Trambaklal Shah

Chetan Rasiklal Shah

Jayneel Securities Private

Quadeye Securities Pvt. Ltd.

KBS Trading Pvt. Ltd.

Crosseas Capital Services Pvt.