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TMI Blog2021 (9) TMI 1504X X X X Extracts X X X X X X X X Extracts X X X X ..... National Stock Exchange of India Ltd. (hereinafter referred to as 'NSE') appears to have been made party as originally the complaint was made to it and respondent Nos. 3 Reliance Industries Ltd. (hereinafter referred to as 'RIL') being the party against whom the relief was sought is added as a party. 2. The proceedings have a chequered history as can be seen by the order of this Tribunal in appeal No. 42 of 2017 dated June 22, 2018 directing respondent Nos. 1 SEBI to pass a reasoned and detailed order in the complaint of the appellants. 3. It is necessary to note the facts on record to appreciate the dispute between the parties. On November 22, 2011, a Deed of Trust was executed for the sole beneficiary respondent Nos. 3 RIL,under which Indian Media Trust (hereinafter referred to as 'IMT') was floated.One Nirlab Consultancy Pvt. Ltd. (hereinafter referred to as 'Nirlab Consultancy') was appointed as a trustee. Nirlab Consultancy was controlled by Mr. Raghav Bahl. This Mr. Raghav Bahl appears to have worn many hats in various transactions concerning the trust and the IMT with his spouse or independently as can be seen herein below. 4. On November 23, 2011, he entered into Single ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... seeking the approval. The price of the shares of NW18 was quantified at Rs. 41.04 as an offer price from the shareholders of NW18. The appellants again complained to SEBI on June 25, 2014. It was complained that respondent Nos. 3 RIL should revise the open offer price from Rs. 41.04 per share to Rs. 5,68,430.32 per share. By the said complaint, it was also reiterated that respondent Nos. 3 RIL failed to disclose that it had acquired indirect control over NW18 earlier through IMT and had violated Clause 36 of the Listing Agreement. This complaint remains pending before the respondent Nos. 1 SEBI. Vide on November 17, 2014, respondent Nos. 1 SEBI approved that acquisition of shares by respondent Nos. 3 RIL at the price offered by it. Aggrieved by the said decision, the present appellants filed appeal No. 55 of 2015 challenging the said open offer price. During the pendency of the appeal, respondent Nos. 1 SEBI rejected the complaint of the appellants vide communication dated February 9, 2015. The appellants tried to agitate before this Tribunal in the said appeal the issue of rejection of their complaint. The Tribunal declined to consider the issues of rejection of the complaint and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, heard the parties, took into consideration the, prima-facie view expressed by this Tribunal, the observation of the CCI, and concluded that the said ZOCD Agreement read independently or combined with the SUA did not triggered any open offer nor any disclosure under Clause 36 of the Listing Agreement was required. Thus, the complaint was dismissed. Hence the present appeal. 8. We have heard Mr. Victor Fernandes, appellant in person for both the appellants and Mr. Fredun DeVitre, the learned senior counsel with Mr. Mihir Mody, Mr. Arnav Misra, Mr. Mayur Jaisingh, the learned counsel for the respondent Nos. 1 SEBI and Mr. Janak Dwarkadas, the learned senior counsel with Mr. Rohan Rajadhyaksha, Ms. Sonali Mathur, Mr. Vivek Shetty, Ms. Cheryl Fernandes, Mr. Harshit Jaiswal, Mr. Amey Nabar, the learned counsel for the respondent Nos. 3 RIL through video conference. 9. Mr. Victor Fernandes, the appellant no.1, arguing for both the appellants, minutely took us through the terms of IMT Trust Deed, SUA and ZOCD Agreement. He submitted that these terms of SUA and ZOCD Agreement would clearly show that total control of TV18, etc. was divested to IMT of which the sole beneficiary is respon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y the CCI. Upon going through the terms and conditions of ZOCD Agreement, the learned WTM found that Mr. Raghav Bahl continued to be in control of TV 18, NW18 etc. on behalf of the holding companies. IMT and RIL did not had any say in the management affairs of TV 18, NW18 under the said ZOCD Agreement. The underlying existing shareholding continued to be in the hands of Mr. Raghav Bahl and the holding entities. It was found that ZOCD Agreement did not carry any voting rights. The voting rights of Mr. Raghav Bahl entities were not stifled by the said agreement. Thus, there was not any effective change in control of NW18 as a result of the execution of the ZOCD Agreement. 13. CCI had observed that in view of the conversion option contained in ZOCD Agreement to receive equity shares of the target company, the said amounted to the indirect acquisition of shares of the target company. The learned WTM considered the same. He observed that the ZOCDs were in the nature of convertible into equity shares at any time, and only upon conversion of the same IMT would have been able to hold more than 99.99% shares of the diluted equity of the promoter company of NW18 etc. This option however was ..... X X X X Extracts X X X X X X X X Extracts X X X X
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