Legal hurdles loom over Poddar's MCF, Kalindee buy

Lawyers say open offer must for twin stake purchase to meet Sebi rules

Kolkata-based Adventz group chairman Saroj Poddar's plans to acquire a sizable chunk of shares in both Mangalore Chemicals & Fertilisers (MCF) and Kalindee Rail Nirmaan Engineers can hit legal hurdles, say lawyers.

In both cases, they say, the management and control of the companies are being passed on by the current promoter to a new player. In the case of MCF, the group has already cornered 16.5 per cent stake and claims right of first refusal over the UB Group's 20 per cent equity in case of sale.

But, the lawyers say, by signing an agreement with UB on an RoFR, it makes Poddar a 'Person Acting in Concert (PAC)' with the UB Group and, so, not allowed to buy more than five per cent stake in a year.

Poddar jumped into the fray after Deepak Fertiliser, a Pune-based MCF competitor, acquired 24.5 per cent stake in the latter. It is said to be planning to make an open offer to buy another 20 per cent from the market.

When asked, Poddar rejected the argument that he was a PAC with the UB Group. "This doesn't stand valid because my RoFR doesn't mean I own those shares. It only means I will be given the first right to match the price. So, the point of an open offer doesn't arise at this moment," he said.

Sources in Deepak Fertilisers said they'd take up this matter with the Securities and Exchange Board of India.

Trouble is also brewing for Poddar in the acquisition of a 24.5 per cent stake in Kalindee. The board of Kalindee Rail approved a preferential offer on Saturday in favour of Poddar's Texmaco after the Jaipur-based Om Kothari group announced a 26 per cent conditional open offer for the Delhi-based company. The preferential offer is being made by Kalindee to Texmaco at Rs 65 a share, as its promoters own less than 15.5 per cent stake in the company.

Corporate lawyers say Poddar will have to make an open offer for the company. "The management rights are being passed on to Texmaco, a competitor of Kalindee, after the open offer has been made by Om Kothari group. This is a violation of the takeover code, as this is passing the control to Texmaco without making an open offer to the rest of the shareholders. Sebi will certainly look into this matter," a corporate lawyer said, asking not to be named.

Kalindee Rail shares closed at 5.2 per cent down on Monday to Rs 68.8.

MCF's shares closed three per cent down at Rs 68 a share.