9911796707
TMI Blog2015 (11) TMI 29X X X X Extracts X X X X X X X X Extracts X X X X ..... 15-I of the Securities and Exchange Board of India Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995. 2. Brief facts of the case are that, the appellant is a company incorporated under the Companies Act, 1956 and it entered into two Share Purchase Agreements ('SPA's') each dated March 31, 2008 thereby acquiring 40,47,538 shares (24,000 fully paid-up shares and 16,47,538 partly paid-up shares) of M/s. Premier Energy and Infrastructure Limited (for short 'Premier'), which triggered the requirement of making public offer as per the Takeover Regulations, 1997. The appellant was, in fact, required to make an open offer under Regulations 10 and 12 and other connected re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot be imposed on the appellant. 5. Mr. Kumar Desai, learned counsel for the respondent opposed the case put forth by the appellant. 6. We have heard learned counsel for the parties at length and perused the appeal as well as concerned Regulations. We are of the considered opinion that the very purpose of public offer envisaged under the Takeover Regulations, 1997 would be frustrated if the acquirers are given opportunity to make public announcement after a long lapse of time from the date of acquisition i.e. the date of SPA's are signed by the parties to acquire shares beyond 15% and/or control of a particular company by the acquirer. It is not disputed that the appellant acquired more than 15% shares of Premier Energy and Infrastructure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nouncement to acquire shares of such company in accordance with the regulations. Acquisition of control over a company. 12. Irrespective of whether or not there has been any acquisition of shares or voting rights in a company, no acquirer shall acquire control over the target company, unless such person makes a public announcement to acquire shares and acquires such shares in accordance with the regulations: Provided that nothing contained herein shall apply to any change in control which takes place in pursuance to a special resolution passed by the shareholders in a general meeting: Provided further that for passing of the special resolution facility of voting through postal ballot as specified under the Companies (Passing of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t company is disclosed in the public announcement and the letter of offer." SEBI Act, 1992: 15H. Penalty for non-disclosure of acquisition of shares and take-overs.-If any person, who is required under this Act or any rules or regulations made thereunder, fails to,- (i) disclose the aggregate of his shareholding in the body corporate before he acquires any shares of that body corporate; or (ii) make a public announcement to acquire shares at a minimum price; (iii) make a public offer by sending letter of offer to the shareholders of the concerned company; or (iv) make payment of consideration to the shareholders who sold their shares pursuant to letter of offer. he shall be liable to a penalty twenty-five crore rupees or three ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
