9911796707
TMI Blog2009 (8) TMI 1222X X X X Extracts X X X X X X X X Extracts X X X X ..... by the general manager of the Corporation Finance Department a Division of Corporate Restructuring of the first respondent in response to the request made by Bharti Airtel Limited (Bharti) seeking informal guidance from the former regarding the issuance of Global Depository Receipts by Indian listed companies and the applicability of Regulation 3(2)of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short the takeover code) under the Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 (hereinafter called the Scheme). 2. Bharti is proposing to enter into partnership with MTN Group Limited (for short MTN ) and the proposal contemplates issuance of Glo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onse to this request from Bharti, the general manager issued the impugned communication informing the former that under Regulation 3(2) read with Regulation 14(2) of the takeover code, MTN and/or its shareholders would be required to comply with the requirements of Chapter III of the takeover code only upon conversion of the GDRs into equity shares with voting rights. Bharti was further informed that the said exemption would not be available under Chapter II of the takeover code and that the requirements of that chapter shall have to be complied with. Bharti was specifically informed that the impugned communication did not express a decision of the Board on the questions referred to therein. It is not in dispute that this informal guidance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce from the first respondent has not yet been consummated and is still a proposal which has yet to be finalized. The impugned communication is only an interpretative letter providing under the scheme an interpretation of the provisions of the takeover code as was sought by Bharti pending finalisation of the proposal which may or may not come through. Clause 12 of the scheme makes it clear that an interpretative letter issued by a department of the Board constitutes the view of the department but will not be binding on the Board, though the Board may generally act in accordance with such a letter . Clause 13 thereof also makes it clear that a letter giving an informal guidance by way of interpretation of any provision of law or fact should ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssued or any order passed, it shall be open to any person who feels aggrieved by that order or direction to come in appeal before the Tribunal. 5. As regards the question of bonafides of the appellant, we are inclined to agree with the learned senior counsel appearing for Respondents 2 and 3 that his bonafides are suspect. The interpretative letter which is now impugned in the present appeal was put on the website of the respondent Board on July 7, 2009 and it would, therefore, be deemed to be notice atleast to all the market players. The appellant, admittedly, acquired the shares only on July 10, 2009 may be with a view to make himself eligible to file the present appeal. Moreover, in the memorandum of appeal, the appellant has no where ..... X X X X Extracts X X X X X X X X Extracts X X X X
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