9911796707
TMI Blog1998 (11) TMI 500X X X X Extracts X X X X X X X X Extracts X X X X ..... imately 43 per cent of the issued and subscribed capital of the 3rd Respondent. The balance 57 per cent was held by Banks/Financial Institutions (29.38 per cent), the petitioners (9.5 per cent) and other small shareholders. ( b ) The petitioners had by March 1998 acquired 9.5 per cent of the Issued/Subscribed capital of the 3rd respondent company and had on 19th March made a public announcement under the SEBI Regulations, that they shall be making a public offer for the acquisition of a further 23,98,500 shares of the 3rd respondent constituting 20 per cent of the issued capital of the 3rd respondent at the rate of Rs. 75 per share. 3. Thereafter, the Mehta Group which controls respondent No. 3 -Saurashtra Cements Ltd. ("SCL") purported ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t No. 3 be restrained from moving, discussing and/or voting on the proposed resolutions at items 15 and 16 of the Notice dated 30-10-1998, at the forthcoming annual general meeting on 30-11-1998, or at all, and/or from issuing any further shares or preference shares or capital in implementation of the proposed resolutions or otherwise. 6. At the time of hearing, it has been pointed out that SEBI has fixed the hearing of this matter on 30-11-1998. It is agreed that the Chairman of SEBI shall decide the contentions raised by the parties in accordance with law. The learned counsel appearing for the parties also agrees that representatives of the companies and other persons would not ask for adjournment on any ground at the time of hearing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) ****** ( c )Preferential allotment, made in pursuance of a resolution passed under section 81(1A) of the Companies Act, 1956 (1 of 1956). Provided that, ( i )Board resolution in respect of the proposed preferential allotment is sent to all the stock exchanges on which the shares of the company are listed for being notified on the notice board; ( ii )Full disclosures of the identity of the class of the proposed allottee(s) is made, and if any of the proposed allottee(s) is to be allotted such number of shares as would increase his holding to 5 per cent or more of the post issued capital, then in such cases, the price at which the allotment is proposed, the identity of such person(s), the purpose of and reason for such allotment, c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f any company. No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise ten per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the Regulations." "23(1) Unless the approval of the general body of shareholders is obtained after the date of the public announcement of offer, the board of Directors of the target company shall not, during the offer period. ( a )****** ( b )issue any authorised but unissued securities carrying voting rights during the offer period." 11. On the basis of the afores ..... X X X X Extracts X X X X X X X X Extracts X X X X
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