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TMI Blog2021 (3) TMI 349X X X X Extracts X X X X X X X X Extracts X X X X ..... tops when respondent No. 2 submitted the draft letter of offer which was published on October 9, 2018. For this period, namely, April 10, 2018 to October 9, 2018 interest has been paid. After SEBI finalized the price of the shareholders on July 4, 2019 interest becomes payable and which has been paid in accordance with the provisions of the Regulations from August 21, 2019 to January 30, 2020 when the amount was eventually paid. Reason for not paying the interest by respondent No. 2 for the intervening period i.e. from the date when the draft letter of offer was published on October 9, 2018 till the date of finalizing the price by SEBI on July 4, 2019 is, that this period was not in the hands of the respondent No. 2. We are of the opinio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... daresan, Adv., Indranil Deshmukh, Ruetveij Pandya and Ms. Dipti Bajaj, Advs. ORDER JUSTICE TARUN AGARWALA, PRESIDING OFFICER. - 1. The appellant has filed the present appeal against the order of the Whole Time Member (hereinafter referred to as 'WTM') of Securities and Exchange Board of India (hereinafter referred to as 'SEBI') dated June 22, 2020 whereby the appellant's application for payment of interest has been rejected. 2. The facts leading to the filing of the present appeal, in brief, is that Tenecco Inc. respondent No. 2 (hereinafter referred to as 'Tenecco') entered into a Membership Interest Purchase Agreement dated April 10, 2018 with Icahn Enterprise L.P. (IELP) which is the holdin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led appeal No. 108 of 2019. The appellant also filed appeal No. 182 of 2019 before this Tribunal. Both respondent No. 2 and the appellant questioned the determination of the valuation made by SEBI. This Tribunal by an order dated May 16, 2019 directed SEBI to provide an opportunity of hearing to the parties before revising the offer. Based on the aforesaid directions of this Tribunal, SEBI passed a fresh order on June 4, 2019 fixing the price at ₹ 608.46 per share. 5. Tenecco respondent No. 2, the appellant and another minority shareholder Bhavook Tripathi filed appeal Nos. 352, 359, 458 and 459 of 2019 before this Tribunal. All these appeals were dismissed by the judgment dated November 7, 2019. Respondent No. 2 filed an appeal be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard is required to act in benefit of the investors. According to the appellant, the Board has wide powers to regulate and enforce the intent of the SEBI Act. SAST Regulations has been enforced to regulate the direct and indirect acquisition of the listed company. It was contended that the object of the regulations is to treat the minority shareholders at par with the majority shareholders and to ensure that the minority shareholders are given a fair value for the shares held by them. It was contended that the Board has the discretion to act in the interest of the shareholders and when there is a delay in the payment of the money by the acquirer, the Board is empowered to issue directions to the acquirer to pay interest and make good the los ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest for the period October 10, 2018 to July 4, 2019 is also required to be paid which in the instant case has not been paid. According to the respondents, no interest is payable for this period under the Regulations. 12. In this regard, we find that interest starts running from the date when respondent No. 2 entered into an agreement to acquire 100% ownership of FML which is April 10, 2018. The period of interest stops when respondent No. 2 submitted the draft letter of offer which was published on October 9, 2018. For this period, namely, April 10, 2018 to October 9, 2018 interest has been paid. After SEBI finalized the price of the shareholders on July 4, 2019 interest becomes payable and which has been paid in accordance with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice from ₹ 400/- to ₹ 608.46 on March 20, 2019, the appellant himself filed appeal No. 182 of 2019 and again filed appeal No. 359 of 2019 when SEBI passed a fresh order fixing the price on July 4, 2019. Thus, in our view no interest is payable from the date of filing of the publication of the draft letter of offer, i.e., from October 10, 2018 to July 4, 2019 when SEBI eventually fixed the price of the shares. 15. In view of the aforesaid, we do not find any error in the order of SEBI rejecting the application for grant of interest. The appeal fails and is dismissed with no order as to costs. 16. The present matter was heard through video conference due to Covid-19 pandemic. At this stage, it is not possible to sign a copy ..... X X X X Extracts X X X X X X X X Extracts X X X X
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