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2015 (6) TMI 107 - COMPANY LAW BOARD MUMBAI

2015 (6) TMI 107 - COMPANY LAW BOARD MUMBAI - TMI - Violation of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 - Forfeiture of shares - Removal of name from Register of Members - Permanent injunction order to restrain from acquiring directly or indirectly equity in the Appellant Company - Jurisdiction of the CLB to entertain the Petition - Doctrine of abandonment, waiver and acquiescence - Held that:- I find enough force in the submissions advanced by the Ld. Couns .....

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here from. In my considered view, it is only the SEBI who has domain to enquire/investigate into as to whether the parties against whom the allegations have bee made, acting in concert, have acquired the shares more than threshold him prescribed under the provisions of the Takeover Code. In my view, the decisions, Kesha Appliances (P.) Ltd. v. Royal holdings Services Ltd. [2005 (11) TMI 261 - HIGH COURT OF BOMBAY ] , Azzilfi Finlease & Investments v. Ambala Sarabhai Enterprises [1999 (7) TMI 660 .....

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sition that emerges, in my opinion, is as follows - (i) where any acquirer(s) acquired impugned shares, which, ex-facie, are in violation of the Takeover Code, such acquisition shall be void and in that case no finding is required from the Competent Authority i.e. SEBI and in such case, the CLB by virtue of the powers conferred upon it under Section 59(4) of the Act, is empower to pass an order for rectification of Register of Members of a Company. - (ii) However, where the acquirer is more than .....

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d the shares, in that case, the company may refuse the registration of shares if such acquirers have sought for registration of the Impugned shares, and if their names are already entered in the Register of Members of the Company, they may approach the CLB for rectification of its Register of Members by deleting the names of such shareholders/members in respect of the impugned shares.

In the present case, ex-facie there is no violation of the Takeover Code in view of the fact that eac .....

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espondents, acting in concert, have acquired the shares-in-question, thereafter the Petitioner is entitled to approach the CLB seeking rectification of Register of Members of the Company. In my opinion, the CLB has no domain to entertain this Appeal in the present form for want of jurisdiction. The Appeal, therefore, deserves to be dismissed being pre-mature. In view of the foregoing discussions, I hold that the petition is barred by the provisions of Section 15Y and 20A of the SEBI Act. It dese .....

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and abandonment would not be attracted in the present case. In the present case, admittedly, the impugned shares were acquired from time to time by the Respondents since 2005 onwards within the knowledge of the company and its officers on the Board as shown by the Appellant in Chart- "C". The Company kept silent throughout during this period. It failed to assert its right at the proper opportunity and allowed the Respondents, shareholders to alter their positions from time to time. As indicated .....

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t and Rules made there under to whom admittedly the Appellant Company did not approach till date. In these circumstances, it is difficult for me to accept the contention that doctrine of abandonment, waiver and acquiescence is not attracted in this case. However, having principally held that the petition itself is not maintainable due to lack of jurisdiction, I dismiss this petition accordingly. - Decided against the appellant. - CO. APPEAL NO. 21 OF 2014 - Dated:- 26-3-2015 - ASHOK KUMAR TRIPAT .....

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llegal and liable to be forfeited being in violation of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "the Takeover Code" for the sake of brevity). The Appellant has further sought an order that consequent upon forfeiture of the said shares, the share capital of the Appellant Company may be modified and/or reduced on such terms and conditions as this Tribunal may deem fit and proper. It is further prayed that the Appellant Comp .....

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er:- 2.1 The Appellant Company is a public limited company and was incorporated on 18/11/1976 under the provisions of the Companies Act, 1956. The Respondent No.1 Company is having a paid-up capital of ₹ 6,62,59,120/- and the main business of the Appellant was growing mushrooms and manufacturing pharmaceutical products. However, the said manufacturing pharmaceutical products were sold in the year 2007 and the business of growing mushrooms has been shut as it being found not viable. The cur .....

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pany had transferred its entire equity to Religare on 31/12/2006. However, on 31/12/2012 the said equity was re-transferred to the Respondent No.1 Company and since then its name is reflected in the books of the Appellant Company. 2.4 It is stated that the Respondent No.2 is an unlisted company, having a paid-up capital of ₹ 10,00,00,000/- and it has acquired 5,70,000 equity shares of ₹ 10/- each of the Appellant Company. The said equity shares in the Appellant Company are representi .....

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ares in the Appellant Company are representing 4.64% of the total shareholding of the Appellant Company. It is stated that the Respondent No.3 Company acquired the said shares in 2005 and thereafter transferred the same to Religare on 31/12/2006 and since then the name of Religare is on the record of the Appellant Company as shareholder. 2.6 The Respondent No.4 is having a paid-up capital of ₹ 59,21,680/-and it has acquired 5,70,000 equity shares of ₹ 10/- each of the Appellant Compa .....

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pellant Company. The said equity shares in the Appellant Company are representing 1.86% of the total shareholding of the Appellant Company. 2.8 The Respondent No.6 is having a paid-up capital of ₹ 32,76,000/-and it has acquired 4,17,663 equity shares of ₹ 10/- each of the Appellant Company. The said equity shares in the Appellant Company are representing 3.41% of the total shareholding of the Appellant Company. 2.9 The Respondent No.7 has acquired 2,92,108 equity shares of ₹ 10 .....

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s of the Respondent No.1 Company. In the said Petition, the Petitioners, who are the Respondents herein, had referred to various proceedings pursuant to the complaint filed by National Agricultural Co-operative Marketing Federation of India Ltd. (NAFED), the details of which are set out in the said CP.No.111/2013. 2.11 It is further stated by the Appellant that the Respondents, (the Petitioners in C.P. No.III of 2013) had suppressed in the said Petition the various facts and particulars of the c .....

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ny, the Appellant Company herein, which represents 26.10% of the shareholding in the Respondent No.1 i.e. Appellant Company. In other words, on 13/9/2013, the Respondents herein claim to hold collectively 26.1% equity shares as on the date of filing of their C.P.No. 111/2013. Thus, according to their own admission, even in 2013 the Respondents had equity beyond the threshold limit of 25% and hence, their holding is illegal. Further, in 2006 itself the Respondents held more than 15% equity and ha .....

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to the shares, render the same illegal and invalid and liable to be forfeited under the provisions of the Takeover Code and the Companies Act, 1956 then applicable. Further, such illegalities cannot be rectified, and the entire equity held by the Respondents is thus illegal being acquired in violation of the Takeover Code as applicable from time to time. It is submitted that the Appellant Company became aware of the holding of the Respondents only from the Petition No.111 of 2013, and therefore, .....

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g the alleged violation of the provisions of the Takeover Code. It is further submitted that the Appellant has filed this Appeal with malafide and oblique motive in order to defeat a subsequent petition, being C.P. No. 29 of 2014, filed by the Respondents against the Appellant under Section 397/398 of the Companies Act, 1956 alleging various acts of oppression and mismanagement purportedly committed by the Appellant Company and its Directors. It is further stated by the Respondents that this App .....

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unterblast to the previous petition filed by them, wherein the Consent Terms came to be entered into between the parties. It is further stated that the appellant herein did not enquire Into whether or not the respondents are presently "the persons acting in concert" or their respective shareholding, and they having entered into the consent terms with the Respondents, now they have chosen to raise these disputes indirectly. The Appellant is, therefore, stopped from disputing the shareho .....

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s or voting rights which (taken together with shares or voting rights, if any, held by him) would entitle him to more than five per cent or ten per cent or fourteen percent or fifty four per cent or seventy four per cent shares or voting rights in a company, in any manner whatsoever, shall disclose at every stage the aggregate of his shareholding or voting rights in that company to the company and to the stock exchanges where shares of the target company are listed. (1A) Any acquirer who has acq .....

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such acquisition or sale. Explanation .-For the purposes of sub-regulations (1) and (1A), the term acquirer' shall include a pledgee, other than a bank or a financial institution and such pledgee shall make disclosure to the target company and the stock exchange within two days of creation of pledge. (2) The disclosures mentioned in sub-regulations (1) and (1A), shall be made within two days of, - (a) the receipt of intimation of allotment of shares; or (b) the acquisition 01 shares or votin .....

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seven days of receipt of information under sub-regulations (1) and (1A). SUBSTANTIAL ACQUISITION OF SHARES OR VOTING RIGHTS IN AND ACQUISITION OF CONTROL OVER A LISTED COMPANY Rule 10 Acquisition of fifteen per cent or more of the shares or voting rights of any company No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise fifteen per cent or more of the .....

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exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open after for acquiring shares of such target company in accordance with these regulations. (2) No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights In a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target compa .....

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rights exceeding such number of shares as would take the aggregate shareholding pursuant to the acquisition above the maximum permissible non-public shareholding. Explanation. For purposes of determining the Quantum of acquisition of additional voting rights under this sub-regulation,- (1) gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of Shares held or dilution of voting rights owing to fresh is .....

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eholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert. DISCLOSURES OF SHAREHOLDING AND CONTROL Rule 29 Disclosure of acquisition and disposal (1) Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if .....

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n or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified. (3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to. (a) every stock exchange were the shares of the target company are listed; and (b) the targ .....

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n the ordinary course of business." 7. For sake of clarity, I would like to extract the percentage of Shareholding/ Number of Shares of the parties concerned as on the date reflected in the respective Charts reproduced here as under referred to and relied upon by the Appellant Company. In addition to the above, I would like to extract the relations between the parties shown in the following chart referred to and relied upon by the Appellant Company in order to demonstrate/prove that the Res .....

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cquisition of shares or voting rights in, or exercise of control over the target company. 2. Without prejudice to the generality of the foregoing, the persons failing within the following categories shall be deemed to be persons acting in concert with other persons within the same category, unless the contrary is established. (i) a company, its holding company, subsidiary company and company under the same management or control. (ii) a company, its directors and any person entrusted with the man .....

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2 549752 549752 Earthtech Enterprises Ltd. (P-2) 570000 Nil Nil Karnakhyaa Impex Pvt Ltd. (P-3) 568000 Nil Nil Firstcorp Holdings Pvt. Ltd. (P-4) 570000 Nil Nil Bayswater Enterprises Ltd. (P-5) 227363 232699 227363 Bayswater Enterprises Pvt Ltd. (P-6) 417663 109832 467663 Upasna Distributers Pvt Ltd. (P-7) 292108 292108 292108 Total 3194666 1184361 1536886 % 26.10% 9.67% 2.55% Chart - B Not reproduce here Chart - C Table reflecting the history of acquisition of shares by the Respondents: Sr. No. .....

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Dinesh Bhatt 1 & 5 8. 200? 30.9.2007 to 31.3.2012 5 & 7 Do Do 9. 2012 31.3.2012 Respondent not got equity re-transferred Equity Re-transferred 10. 2012 30.6.2012 to 30.9.2013 5, 6 & 7 Sanjay and Rajeev Sharma resumed to be related to Anil Sharrna. No advice from Respondents. Chart-D Certificate dated 5/1/2015 issued by the Company Secretary of the Appellant Company 1, Amita Saxena, Company Secretary in Practice, have examined all relevant record of M/s. Transchem Ltd. having its Reg .....

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Bayswater Enterprises Pvt. Ltd. in the capital of Transchem Limited. (No. of equity shares of ₹ 10/- each) Holding of M/s. Upasna Distributers Pvt. Ltd. in the capital of Transchem Limited. (No. of equity shares of ₹ 10/- each) 30.09.2013 227,363 479,663 31.12.2013 275,684 534,401 31.03.2014 275,684 578,401 30.06.2014 275,684 593,826 30.09.2014 331,329 593,826 31.12.2014 351,764 593,826 Chart-E Certificate dated 30/1/2015 issued by the Company Secretary of the Appellant Company I, Am .....

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ertify that the shareholding details of following Companies in the capital of Transchem Limited as at 31st December 2014 were as follows: Sr. No. Name of Shareholder Companies Number of equity shares of ₹ 10/-each held as at 31.12.2014 % to total paid up capital of Transchem Limited 1 Firstcorp International Limited 549752 4.49 2 Earthtech Enterprises Limited 570000 4.66 3 kamakhyaa Impex Private limited 568000 4.64 4 Firstcorp Holdings Private Limited 570000 4.66 5 Bayswater Enterprises L .....

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arthtech Enterprises Ltd. 570000 4.66 4. Firstcorp Holdings Pvt. Ltd. 570000 4.66 5. Firstcorp International Ltd. 549752 4.49 6. Upasna Distributers Pvt. Ltd. 574801 4.73 Total Shares held In Transchem Ltd. 3028261 24.74 9. In the backdrop of the above, I proceed to consider the contentions advanced by the Ld. Counsels appearing for the respective parties. At the outset, I would like to deal with the preliminary objection raised on behalf of the Respondents as to the jurisdiction of the CLB to e .....

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a common Power of Attorney holder, it cannot be a reason for holding that the Respondents, acting in concert, have acquired the shares. It is further submitted that merely having certain common shareholders and common Directors on the Board of Directors of the Respondent Company, it is not enough to hold that the parties are acting in concert as defined in Section 2(q) of the Act, Furthermore, the allegation made by the Appellant that the Respondents are the parties acting in concert, have been .....

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was, therefore, contended that the jurisdiction of the CLB is barred by the provisions contained in sections 15Y and 20A of the SEBI Act and the CLB has no jurisdiction to adjudicate upon the issues raised before it. The Appeal, therefore, deserves to be dismissed on this ground alone. To support his contentions, the Ld. Counsel appearing for the Respondents has relied upon the following decisions :- a. Azzilfi Finlease & Investments v. Ambala Sarabhai Enterprises [2000] 23 SCL 52 (CLB - Mu .....

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…..It is further submitted that the respondent-company has not submitted any concrete evidence as to how the above-named petitioners have violated the SEBI Take Over Code. The respondent-company has not submitted the copy of the board resolution whereat the said shares were rejected for registration of transfers. 3………. any further acquisition of shares, if registered, would exceed the 10 per cent limit as is prescribed in regulation 10 of the said Take over Regulation .....

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register of members can be ordered to be rectified only on three grounds, i.e. if the transfer is in contravention of the provisions of the Securities and Exchange Board of India Act, 1992 (hereinafter "the SEBI Act") or Regulations there-under, the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter 'the SICA') or any other law for the time being in force. 12………. The only ground available in this case and which has been .....

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#39;s submission that there exists sufficient cause to refuse the registration of transfer of these shares. 13. The company has also taken the plea that we should not proceed in deciding these appeals as the SEBI is examining the matter. The matter is pending before the SEBI since the respondent-company made a reference somewhere in October, 1997, and the further information/clarification sought for by them have been provided by the respondent-company and the petitioners from time to time but so .....

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sions under Section 111A(3) to rectify the situation. Further, if after examination/investigation SEBI comes to the conclusion that the shares have been acquired in violation of the SEBI Take Over Code then under regulation 44 of the Code they are also empowered to give necessary directions to take remedial measures: b. Redwood Holdings (P.) Ltd. v. Sandesh (P.) Ltd. [2003] 41 SCL 246 (CLB - Mum.), wherein the Company Law Board, inter alia, observed as under :- 12. In view of the provisions of S .....

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eport. Regulation 39 authorises the SEBI to give certain directions. It is, therefore, obvious that if any provision or regulation is breached and it appears to SEBI that the matter needs to be investigated, it may appoint an investigating authority and investigate the matter and thereafter pass an appropriate direction/order in accordance with the regulations as the Respondent Company already filed compliant with the SEBI. 14 to 19.** ** ** c Kesha Appliances (P.) Ltd. v. Royal holdings Service .....

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* ** 43. I am of the opinion that on plain and simple reading of section 15Y and 20A of the Act all the cases arising out of the breach and Take Over Regulation must fall within the exclusive domain of SEBI and cannot be complained in the court of Law by virtue of express bar contained under section v of the SEBI Act, I am also of the further opinion that there is no doubt that there is a common law right in a share holder to apply for rectification of the share register even though it is not hi .....

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to exclude the case of the plaintiffs from within the purview of the said section is not permissible even on strict construction principle. I am of the opinion that provision of section 15Y and 20A bars the suit which has been filed by the plaintiffs in the present court and the remedy of the plaintiffs is only before the SEBI 45. ** ** ** 46. I am therefore of the further opinion that the entire suit is based on the sole ground of violation and/or breach of the Take Over Regulation and no other .....

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annot be accepted because the nature of the right conferred by the Takeover Regulation provides for substantial nature of remedy thereunder. The plaintiffs must therefore seek relief as per the provision of law and cannot independently invoke any common law right of rectification of the share and file a suit independent to the provision of section 15Y and 20A of the SEBI Act I am therefore of the opinion that the present suit as framed is not maintainable in this court and this court has no Juri .....

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ordingly. In view of the dismissal of the suit, both the motions being Notice of Motion No 2260 of 2005 and 2486 of 2005 does not survive and both the motions are dismissed as infructuous." 12. Further, in the case of Rasoi Ltd. v. Jaideep Halwasiya [2009] 89 SCL 317 (CLB - Kol.), a question arose before the CLB as to whether in respect of listed companies, investigation sought on a complaint of violation of Takeover Regulations should rest with SEBI? The CLB answered the question in affirm .....

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substantial acquisition of shares/takeover came in with the coming into force of the Takeover Regulations which are self contained and can be termed as a Code by itself, Under regulation 38, the SEBI has been vested with the power to investigate into the complaints of any substantial acquisition of shares or takeover and in terms of regulation 44, it can give varied directions if the violation is established. Power to restrain further transfer of shares is expressly available to the SEBI as per .....

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Sr. Advocate, has taken me through the Chart-C referred to above, to show the interse relation between the parties and submitted that the Respondent companies have many common shareholders and common directors. In order to establish the Fact that the Respondents are the parties acting in concert, Mr. Chagla, Ld, Sr. Advocate, has further invited my attention to the share transaction pattern highlighted therein, the names of the common shareholders and the directors of the different companies. Th .....

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ce as required in regulation of the Takeover Code. It is submitted by the Ld. Sr, Advocate for the Appellant that, on overall analysis of these facts and the shareholding pattern of the Respondents, it is well established that the Respondents had 26% shareholding at the time of filing of the previous petition and as on 31/12/2014 the shareholding of the Respondents is 28.6%. It was also argued that the Respondents have acted in concert with a view to gain control of the Appellant Company since t .....

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in terms of the provisions contained in Section 59(4) of the Act, for which the CLB is the only competent authority. To support his view, the Ld. Sr. Advocate appearing for the Appellant Company, relied upon the following decisions In the cases of :- a. Bombay Dyeing & Mfg. Co. Ltd. v. Arun Kumar Bajoria [2001] 34 SCL 320 (CLB - New Delhi) wherein it has been held as under : "26. The next argument of the teamed counsel for the respondents is that in terms of regulation 7, only an acquir .....

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s) 2. The 1st respondent himself has admitted in his letter dated 19.10.2000. (page 31 of the reply), to the SEBI that all the respondent were acting in concert to acquire the shares in the company. The term 'acquirer' had been defined in the regulations in regulation 2(b) as - 'acquirer' means any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company or acquires or agrees to acquire control over the target company, or acq .....

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ceptance of the contention of Shri Mookerjee would mean that each person acting in concert could acquire 4,99% shares without disclosure and continue to do so upto 14,99% without attracting the provisions of regulation 10 relating to public offer. Such an interpretation would defeat the very purpose of the regulations framed in the interest of the shareholders at large in Azzilfi Finlease and Investments (P.) Ltd. v. Ambalal Sarabhai Enterprises Ltd. [2000] 1 Camp LJ 118 (CLB) relied on by the l .....

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n of the 1st respondent himself that all the respondents were acting in concert, the aggregate holding of all the respondents will have to be considered in terms of regulation 7." b. Shrish Finance & Invest. (P.) Ltd. v. M. Sreenivasulu Reddy [2002] 35 SCL 27 (Bom.) wherein it has been held as under : "131. We are satisfied that the circumstances established on record prima facie do lead to the Inference that defendants Nos. 1 and 11, acting in concert with defendants Nos 2 to 10, .....

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t because the facts disclose that the amounts were advanced free of interest and without any security, and for acquiring the shares of Herbertsons Ltd. Defendants Nos. 3, 4 and 5 were also managed by persons known to defendants Nos. 1 and 11 and associated with them in their various companies. It is not necessary that persons acting in concert must be related to each other within the meaning of section 6 of the Companies Act, even two strangers can act in conceit, provided they act pursuant to a .....

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f this case, regulation 10(2) was attracted. The course adopted by defendants Nos. 1 and 11 leaves no room for doubt that they were acting in concert, and through unlisted companies, who hardly had a share capital base, and which were managed by persons related or known to them. They provided funds to those companies to acquire the shares of Herbertsons Ltd., and in all three cases, the companies were unable to repay the loans and, therefore, defendant No. 11 took over those companies. The ident .....

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apart from major investments in the shares of Herbertsons Ltd., those companies invested any sizable amount in shares of other companies, except in one case, where some shares of one other company were purchased. It, therefore, appears that these three companies which purported to be investment companies, invested only in the shares of Herbertsons Ltd., and that too, with the aid of funds provided by defendants Nos. 1 and 11 through their concerns companies." 15. In addition to the above th .....

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on it by virtue of the provisions contained in Section 59(4) of the Act, is not empowered to make investigation/enquiry into the allegation that the Respondents acting in concert have acquired shares in violation of the Takeover Code, and hence, the shares are liable to be forfeited and the Register of Members requires to be rectified under the said provisions by deleting the name of the Respondents therefrom. In my considered view, it is only the SEBI who has domain to enquire/investigat into a .....

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of the present case. I may mention the facts of the case of Arun Kumar Bajoria (supra) referred to by the Ld. Sr Counsel for the Appellant. Although, I respectfully agree with this proposition laid down in this case that the term 'acquirer', as defined in regulation 2(b) of the SEBI (substantial Acquisition of Shares and Take over) Regulations, 1997, is an inclusive term covering the person acting in concert also. Therefore, the use of the term in singular or the absence of the words  .....

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Code, the same cannot be registered. However, on perusal of para No.26 of this case, it may be noted that the Respondent in the said case had admitted that shareholding the Respondents were acting in concert, therefore, it was held that holding of all the Respondents will have to be considered in terms of Regulation 7 of the Takeover Code. In the present case, the Respondents have categorically denied that they have acted in concert. Therefore, the facts are different. 18. In so far as the case .....

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stments (P) Ltd. (supra), it has been categorically held that the CLB has no power to forfeit the shares acquired in violation of the provisions of the SEBI Act or Regulations made thereunder. On the contrary, in the present case, on a perusal of the prayer clauses, it may be noted that the Appellant has also sought forfeiture of the Impugned shares. 20. In the case of Karam Prasad Securities (supra), the facts are that subsidiary companies of a Company acting in concert had purchased the shares .....

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ons, the legal position that emerges, in my opinion, is as follows :- (i) where any acquirer(s) acquired impugned shares, which, ex-facie, are in violation of the Takeover Code, such acquisition shall be void and in that case no finding is required from the Competent Authority i.e. SEBI and in such case, the CLB by virtue of the powers conferred upon it under Section 59(4) of the Act, is empower to pass an order for rectification of Register of Members of a Company. (ii) However, where the acqui .....

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rt, have acquired the shares, in that case, the company may refuse the registration of shares if such acquirers have sought for registration of the Impugned shares, and if their names are already entered in the Register of Members of the Company, they may approach the CLB for rectification of its Register of Members by deleting the names of such shareholders/members in respect of the impugned shares. 22. In the present case, ex-facie there is no violation of the Takeover Code in view of the fact .....

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hat the Respondents, acting in concert, have acquired the shares-in-question, thereafter the Petitioner is entitled to approach the CLB seeking rectification of Register of Members of the Company. In my opinion, the CLB has no domain to entertain this Appeal in the present form for want of jurisdiction. The Appeal, therefore, deserves to be dismissed being pre-mature. In this regard, at the cost of repetition, I would like to rely upon the finding in para No.46 of the judgment in the case of Kes .....

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The contention of the learned counsel for the plaintiffs that to merely file complaint with the SEBI is not equivalent to the right of the plaintiffs to file a suit for substantial relief cannot be accepted because the nature of the right conferred by the Takeover Regulation provides for substantial nature of remedy thereunder. The pfaintiffs must therefore seek relief as per the provision of law and cannot Independently invoke any common law right of rectification of the share and file a suit .....

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ion 15Y and 20A of the SEBI Act": 23. In view of the foregoing discussions, I hold that the petition is barred by the provisions of Section 15Y and 20A of the SEBI Act. It deserves to be dismissed accordingly. 24. Before parting with the Judgment, I would like to add here that in the course of submissions, it was revealed that a company petition, being C.P. No. 111 of 2013, was filed by the Respondents herein, who were Petitioners therein, against the Appellant Company herein and its direct .....

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herein as to why this issue was not raised in the said petition at that point of time or at any time prior to that, since 2005. I further requested him to clarify on the question formulated by me as to whether despite knowledge, by not raising this issue at the first available opportunity and having obtained a consent order, why the CLB should not presume that the Appellant Company has abandoned its right and therefore, this petition is barred by the principles of waiver, acquiescence / abandonm .....

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ended that the SEBI Regulations, 1997 and 2011 of the Take Over Code impose notice based obligation on a shareholder i.e. it is the shareholder who is obliged to give Notice of his having reached or crossed the threshold limits specified under Regulations 7 and 10 of 1997 Regulations and under Regulations 3 and 29 of 2011 Regulations, He further contended that in the transaction of Demat dealings on the Stock Exchange there is no contemporaneous knowledge to the Company of such transactions incl .....

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ime i.e. at the time of filing of the 1st petition treat the Respondents as bonafide co-shareholders and had no justification to nurture any apprehension of any takeover bid, which became apparent subsequently. In addition to the above, it is contended that on a perusal of the Consent Terms, it may be noted that it operate as a concession from the Appellant in favour of the Respondents without the Respondents offering anything in return. Furthermore, the Appellant has abided by the terms and con .....

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2014, the Respondents did not disclose the acquisition of shares during this period. In this regard, it is submitted by the Ld. Sr. Advocate appearing for the Appellant that the Appellant in their Reply dated 30/5/2014 to CP.No.29 of 2014, has pointed out the discrepancy in the disclosure of the shareholding of the Respondents in the Company, as stated by them in the said Petition, especially the acquisition of shares during the period 13/09/2013 to 31/03/2014. This shows that the Respondent No. .....

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Company. 27. Thereafter, the Ld. Counsel appearing for the Appellant attracted my attention to Clause 1 of the Consent Terms filed on 2/1/2014 in C.P.No.111 of 2013, which reads as under :- "The Petitioners and the Respondents have amicably resolved the subject matter of the Petition and based on the mutual understanding as reached between them, the Petitioners have agreed to withdraw this Petition." 28. It was, therefore, contended that the doctrine of estoppel, waiver, acquiescence .....

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