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TMI Blog2013 (9) TMI 1243X X X X Extracts X X X X X X X X Extracts X X X X ..... on order dated 8th June, 2012 is maintainable. 2. Appellant as a trader had inter alia held certain shares of Global Offshore Services Limited, formerly known as Garware Offshore Services Limited (target company for convenience). 3. On 7th November, 2007 respondent no. 2 incorporated in Mauritius (Acquirer for convenience) made a public announcement under Regulation 10 of SAST Regulations 1997, stating that Acquirer holds 12.02% shares of target company and due to conversion of optionally convertible debentures, became eligible to acquire additional 9.54% of equity shares of target company. Thus total shareholding of Acquirer in the target company became 21.56% (12.02%+9.54%). As per regulation 10 of SAST Regulations 1997 it was mandatory for an Acquirer acquiring shares and voting rights over 15% of paid up share capital of target company to make public announcement and acquire shares from public in accordance with the said regulations. Accordingly by letter of offer dated 12th March, 2008 respondent no. 2 offered to purchase shares of target company at ₹ 230 per share during the offer period commencing from 19th March, 2008 and closing on 7th April, 2008. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... datorily required to be disclosed under SAST Regulations, 1997 and circular of SEBI dated 8th March, 2004. b) In letter of offer dated 12th March, 2008, while giving details of experience about its Director Ravi Pratap Singh (respondent no. 4) as required under Clause 4.1.8 of the standard letter of offer in the SEBI circular dated 8th March, 2004, association of respondent no. 4 with Sera Nova Inc as Chief Financial Officer (CFO), Dahava Resources Ltd. as President and Silverline Technologies Ltd. as Co. Chief Executive Officer (Co CEO) has been completely suppressed. c) It was stated that sometime in August 2011 appellant came to know that prior to public offer, in case of Sera Nova Inc, summary judgment had been passed by a Court in USA against Sera Nova Inc on account of its failure to make proper disclosures to US Securities and Exchange Commission and that respondent no. 4 was a promoter of Sera Nova Inc which was acquired by Silverline Technologies Ltd. in which respondent no. 4 was Co CEO and Silverline Technologies Ltd. was facing huge financial difficulties/claims of more than $ 18 million from various parties including Indian Banks. d) As regar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er under Section 15T of SEBI Act. It is further contended that complaint/ appeal suffers from gross delay and that appellant who held 4200 equity shares of the target company on the date of public announcement had sold almost all those shares after offer period was over and thereafter had purchased large number of shares of target company in May-June 2011. However, in the complaint it is wrongly alleged that before, during and after the open offer he had 1560 equity shares of the target company and having missed the bus, appellant by making false complaint seeks fresh letter of offer with a view sell 1560 shares of target company at ₹ 230/- per share as against the prevailing market rate of share at ₹ 75/- to ₹ 80/- per share. 11. We see no merit in above preliminary objections raised on behalf of respondent. 12. When a complaint is filed by an investor, alleging that in public offer, Acquirer has made fraudulent misrepresentation and thus contravened SAST Regulations, 1997 framed by SEBI and the said complaint is rejected without considering allegations made in the complaint, then the said investor would be a person aggrieved entitled to file ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion was, whether Advocate General was a person aggrieved by order passed by State Bar Council. In that context, Apex Court held that Advocate General was not interested in the dispute either in his personal capacity or in his capacity as an Advocate General, his duty under the Advocates Act comes to an end once the hearing is over and therefore the Advocate General cannot be considered to be a party interested or a person aggrieved. The Apex Court further held in such a case Advocate General is not in the nature of a party having independent rights which he can claim are injured by the decision. In the present case, Regulations are framed to protect interests of the investor, it is investor who has filed the complaint and it is investor who is seriously prejudiced by impugned decision. Therefore, decision of Apex Court in case of Adi Pherozshah Gandhi (supra) is wholly distinguishable on facts and has no relevance to facts of present case. 16. Similarly, decision of this Tribunal in case of M.Z. Khan (supra) does not support argument advanced on behalf of SEBI. In that case there was no order passed by SEBI which could be challenged by way of appeal. In the present case b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Fund L.P and whether failure to disclose same has caused prejudice to appellant was a question ought to have been considered while disposing of complaint filed by appellant. Fact that respondent no. 4 was a partner with Sycamore Ventures has been disclosed does not meet allegation of appellant that Sycamore Ventures apparently controlled IndiaStar Fund L.P has been suppressed in gross violation of SAST Regulations and SEBI circular dated 8th March, 2004. Thus, it is evident that complaint has been rejected without considering first grievance of appellant raised in his complaint. 20. Similarly, second grievance of appellant that association of respondent No. 4 with Sera Nova Inc, Dahava Resources Ltd. and Silverline Technologies Ltd. has been deliberately suppressed has also not been considered while rejecting complaint of appellant. Whether Clause 4.1.8 of standard letter of offer contemplates giving details of each and every past experience of Directors of Acquirer and whether in the present case failure to disclose association of respondent No. 4 with aforesaid three companies have in fact caused prejudice to appellant ought to have been considered in the impugned orde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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