TMI Blog2015 (6) TMI 946X X X X Extracts X X X X X X X X Extracts X X X X ..... nly when the acquirer has failed to make a public offer or delayed the making of public offer within the time specified under Takeover Regulations, 1997 from the trigger date. Object of regulation 44(i) is to compensate the shareholder who has suffered delay on part of acquirer. Since appellant was not the shareholder on the trigger date i.e. on July 22, 2005, appellant cannot be said to have suffered on account of delay and consequently question of paying interest to the appellant does not arise at all. Apex Court in the case of Clariant International Ltd. [2004 (8) TMI 390 - SUPREME COURT OF INDIA ] has held that the shareholders contemplated under regulation 44(i) of Takeover Regulations, 1997 must be those shareholders whose shares h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on January 16, 2014. Challenging that order present appeal is filed. 2. Facts relevant for the present appeal are:- a) Shree Rama Multi-Tech Ltd. ( Target Company for convenience) is a company incorporated under the Companies Act, 1956. Shares of the Target Company are listed on the Bombay Stock Exchange ( BSE ) and The National Stock Exchange of India Ltd. ( NSE ). b) Three closely held unlisted companies belonging to promoter group of the target company namely East-West Polyart Limited, Shree Rama Polysynth Private Limited and Ideal Petro Products Limited ( Issuer Companies for convenience) had issued Secured Redeemable Optionally Fully Convertible Premium Notes ( Premium Notes for short) to Nirma Industries Private Limited ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of offer to SEBI for its comments. h) On April 26, 2006 SEBI offered its comments on the draft letter of offer, wherein the acquirers/their merchant banker were called upon to incorporate certain additional factors in the letter of offer. i) Instead of making public offer by incorporating the comments made by SEBI, the acquirers on September 22, 2006 sought withdrawal of their open offer on ground that they have discovered fraudulent embezzlement of funds in the Target Company. j) By its letter dated April 30, 2007, SEBI rejected the application of the acquirers seeking withdrawal of the open offer. Challenging the aforesaid rejection acquirers filed an appeal before this Tribunal which was dismissed on June 5, 2008. Further appeal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 19, 2014 before this Tribunal, inter alia challenging the SEBI s comments dated January 2, 2014. o) On March 4, 2014 this Tribunal disposed of the said Appeal No. 19 of 2014 with a direction to the appellant to make fresh representation before SEBI and directed SEBI to pass appropriate order on merits on the said representation within the time stipulated therein. p) Accordingly appellant made fresh representation of his grievances on March 15, 2014 and after hearing the appellant, WTM of SEBI by impugned order dated May 26, 2014, inter alia relying on the decision of the Apex Court in case of Clariant International Limited Anr. Vs SEBI reported in (2004) 8 SCC 524 rejected the representation made by the appellant. Challenging the sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gulation gets triggered only when acquisition of shares entitles such acquirer to exercise 15% or more of the voting rights of the Company. When shares were pledged, on March 22, 2002, shares being not transferred, appellant was not entitled to voting rights and hence March 22, 2002, could not be considered as the date on which regulation 10 of Takeover Regulations, 1997 got triggered. It is only on July 22, 2005 when the shares were transferred acquirer became entitled to exercise 15% or more of the voting rights on account of transfer of shares, regulation 10 of Takeover Regulations, 1997 got triggered. 6. Question then to be considered is, whether appellant is entitled to interest on the amount which the appellant has received on acco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... being able to sell shares held by them. In the present case, appellant was neither the shareholder of the Target Company on the trigger date nor on date when public announcement was made on July 25, 2005 and hence question of paying interest to the appellant does not arise at all. 9. Argument of the appellant that the decision of the Apex Court in the case of Clariant International Ltd. (Supra) could not be applied to the present case on ground that the Apex Court in that case has considered the issued only from the shareholders angle and not from the capital market angle is totally fallacious. Once a decision is rendered by the Apex Court, it is not open to any person or to any authority to contend that the ratio laid down by the Apex C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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