TMI Blog2016 (5) TMI 883X X X X Extracts X X X X X X X X Extracts X X X X ..... n the decision of SEBI dated 09.02.2015. Argument of the appellants that SEBI by its communication dated 17.11.2014 ought to have approved the open offer price at ₹ 5,68,430.32 per share of the target company instead of approving the open offer price at ₹ 41.04 per share of the target company is without any merit. Under SPA dated 29.05.2014 acquisition of 60,000 shares of the six holding companies by respondent no. 2 from the Bahl Group constituted acquisition of 100% shares of the six holding companies, because as on that date the six holding companies had not issued any equity shares under the ZOCD agreement on account of respondent no. 2 not exercising its option to seek conversion of ZOCDs into equity shares of the six holding companies. Since acquisition of 100% shares of the six holding companies amounted to the respondent no. 2 indirectly acquiring the shares of the target company from the Bahl Group (through the six holding companies) which entitled the respondent no. 2 to exercise voting rights in the target company in excess of twenty-five percent, obligation to make public announcement of an open offer under the Takeover Regulations, 2011 got triggered. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against the concerned person or persons for violating the provisions contained in the Takeover Regulations, 2011 so that such violations are not committed again. SEBI is directed to complete the reinvestigation and submit the action taken report to this Tribunal within six months from today. - Appeal No. 55 of 2015 - - - Dated:- 13-4-2016 - Justice J.P. Devadhar, Presiding Officer and Jog Singh, Member For The Appellants : Mr. Victor Fernandes For The Respondent : Mr. Fredun Devitre, Senior Advocate with Mr. Mihir Mody, Mr. Harekrishna Ashar and Mr. Saurabh Bachhawat, Advocates i/b K. Ashar Co., Mr. Rafique Dada, Senior Advocate with Mr. Rohan Rajadhyaksha, Advocate i/b AZB, Mr. Janak Dwarkadas, Senior Advocate with Mr. Vaidhyanathan Iyer, Mr. Shwetank Ginodia and Mr. Dhirajkumar Totala, Advocates, i/b AZB, Mr. Rohan Rajadhyaksha, Advocate with Ms. Gulnar Mistry, Advocate Per: Justice J.P. Devadhar 1. Although appellants have raised several questions in this appeal, principle question to be considered herein is, whether the Securities and Exchange Board of India ( SEBI for short) by its communication dated 17.11.2014 was justified in permitting res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are as follows:- a) Appellants are shareholders of the target company. The shares of the target company are listed on the Stock Exchanges. b) Respondent no. 5, a Merchant Banker, was the Lead Manager to the public offer made by the acquirers (respondent no. 2 to 4) for the purpose of acquiring the shares of the target company in the open offer. c) Mr. Raghav Bahl and his wife Ritu Kapur ( Bahl group for convenience) were the promoters of the following six companies viz;- i) Adventure Marketing Pvt. Ltd. ii) Colorful Media Pvt. Ltd. iii) Watermark Infratech Pvt. Ltd. iv) RRB Mediasoft Pvt. Ltd. v) RB Mediasoft Pvt. Ltd. vi) RB Media Holding Pvt. Ltd. Each of these six companies had issued 10,000 equity shares and the entire 60,000 shares issued by the six companies were held the Bahl Group. These six companies 100% owned and controlled by the Bahl group are hereinafter referred to as six holding companies . d) The six holding companies along with another company promoted by Bahl Group held 48.30% shares of the target company. As a result of holding 100% shares of the six holding companies, the Bahl Group apart from having 100% direct control over t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity shares of the six holding companies to the extent specified under the ZOCD agreement. The option for conversion of ZOCD s into equity shares could be exercised by the respondent no. 2 at any time during the period from the date of issuance of ZOCDs till maturity of the ZOCDs issued under the ZOCD agreement. i) In implementation of the ZOCD agreement, the respondent no. 2 invested ₹ 2211.80 crore in the six holding companies by subscribing to 22,11,79,894 ZOCD s. It is not in dispute that the respondent no. 2 could opt for conversion of ZOCD s at any time and on such option being exercised, the six holding companies were required to issue 221,17,98,940 equity shares in favour of respondent no. 2 and in that event, the total shares issued by six holding companies would be 221,18,58,940 shares out of which 221,17,98,940 shares (99.997%) would be with respondent no. 2 and the balance 60,000 shares (0.003%) would be with the Bahl Group. In other words, on respondent no. 2 opting for conversion of ZOCDs issued under the ZOCD agreement, the 100% shareholding of Bahl Group in six holding companies was to get automatically reduced to 0.003% (approx.) It is a matter of record ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned under Clause 1.1 of the SPA to mean loan of ₹ 304,94,08,453/- payable by the respondent no. 2 to RBHPL. Clause 4.2 of the SPA provides that the aforesaid loan received from respondent no. 2 shall be utilized by RBHPL for discharging its liabilities to the extent specified and to the entities specified in Schedule 6. m) Acquiring 100% shares of the six holding companies and 100% shares of RBHPL from the Bahl Group amounted to the respondent no. 2 indirectly acquiring 71.25% shares of the target company from the Bahl Group. Regulation 3 read with regulation 5 of the Takeover Regulations, 2011, provide that where an acquirer acquires shares or voting rights in the target company which entitle them to exercise 25% or more of the voting rights in such target company, then, such acquisition triggers open offer obligation. In the present case, since indirect acquisition of the shares of the target company under the SPA was in excess of 25%, the respondent no. 2 was required to make an open offer for acquiring the shares of the target company in accordance with the Takeover Regulations, 2011. Accordingly, on 29.05.2014, the respondent no. 2 along with respondent no. 3 4 as p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt was that the highest negotiated price paid by the acquirer to the sellers under the SPA was in fact ₹ 5,68,430.32 per share, whereas, in the draft letter of offer the acquirers have sought to acquire shares of the target company at ₹ 41.04 per share which is in violation of regulation 8(1) and 8(2) of the Takeover Regulations, 2011. In the said complaint SEBI was requested to direct the acquirers under regulation 32(f) of the Takeover Regulations, 2011 to revise the offer price and make an open offer for acquiring shares of the target company at ₹ 5,68,430.32 per share instead of ₹ 41.04 per share as stated in the draft letter of offer. q) On receipt of the draft letter of offer, SEBI sought various clarifications and particulars from the lead manager and on 17.11.2014 subject to compliance of the requirements set out therein gave its observations/comments to the draft letter of offer. In other words, subject to compliance of the requirements set out in the letter dated 17.11.2014, SEBI granted its approval to the acquirers to acquire shares of the target company at an open offer price of ₹ 41.04 per share. r) The acquirers complied with the o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he draft letter of offer, it is seen that the transaction consideration under the SPA has been enhanced from ₹ 1054.98 crore to ₹ 3266.78 crore by including the amount of ₹ 2211.80 crores which was invested by respondent no. 2 in the six holding companies in October 2012 as per the terms of the ZOCD Investment Agreement dated 27.02.2012. Appellants submit that SEBI failed to appreciate that indirect acquisition of 71.25% shares of the target company was effected by the acquirers on the basis of two distinct agreements namely, the ZOCD agreement dated 27.02.2012 and SPA dated 29.05.2014. Therefore, the acquirers were not justified in including the consideration amount of ₹ 2211.80 crore paid under the ZOCD agreement while determining the highest negotiated price paid by respondent no. 2 under the SPA dated 29.05.2014. b) By subscribing to the ZOCD s under the ZOCD agreement dated 27.02.2012, the acquirers had effectively acquired 99.997% shares of the six holding companies and therefore, even though the SPA dated 29.05.2014 refers to acquisition of 100% of the outstanding shares of the six holding companies, in reality, the outstanding shares that could be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te individually, the acquisition of shares of the target company by each of the six holding companies. Instead, SEBI has only considered the total number of shares i.e. 74.619 crore shares of the target company held by the six holding companies while determining the offer price at ₹ 41.04 per share of the target company. SEBI has also committed an error in including the amount of ₹ 2211.80 crore paid by the acquirer under the ZOCD agreement in October 2012, while computing the open offer price, despite knowing that the transactions/acquisitions under the ZOCD agreement were independent transactions unconnected with the SPA. In order to determine the highest price paid for any acquisition by the acquirer under regulation 8(2) (a) of the Takeover Regulations, 2011, SEBI ought to have considered only those transactions that were executed under the agreement attracting the open offer obligation. In the present case, since the SPA dated 29.05.2014 triggered open offer obligation, the aggregate amount of ₹ 1054.98 crore paid thereunder alone ought to have been considered for determining the offer price. By including the amount of ₹ 2211.80 crore paid under the ZOC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... et company by the acquirers through the six holding companies under two agreements i.e. firstly, investment of ₹ 2211.80 crore under the ZOCD agreement dated 27.02.2012 and secondly, investment of ₹ 1054.98 crore under the SPA dated 29.05.2014. According to the appellants, indirect acquisition of the shares of the target company by respondent no. 2 has to be worked out in the following manner:- i) Under the ZOCD agreement, the respondent no. 2 had invested ₹ 2211.80 crore in six holding companies by subscribing to the ZOCDs and the amounts so invested were to be utilized for acquiring the shares of the target company and TV 18 under the rights issue. On acquiring the shares of the target company and TV 18 under the rights issue, the total number of shares held by the six holding companies in the target company and TV 18 were 74,61,88,987 shares and 6,77,33,486 shares respectively. ii) If the respondent no. 2 were to opt for conversion of ZOCD s, then, the six holding companies would have been required to issue in all 221,17,98,940 equity shares in favour of respondent no. 2. In that event, the fully diluted equity shares of the six holding companies would be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the target company at ₹ 5,68,430.32 per share. That being the highest negotiated price SEBI ought to have determined the open offer price at ₹ 5,68,430.32 per share. iv) Takeover Regulations, 2011 is based on the recommendation of the Takeover Regulations Advisory Committee report ( TRAC report for short) dated 19.07.2010. As per the Takeover Regulations, 2011, it is mandatory for an acquirer to make disclosures to the investors and/or the target company in specified form as also in the letter of offer disclosing the pre and post offer shareholding pattern of the target company. The shareholding information, especially that of the promoter group and acquirers to be disclosed to the shareholders of the target company has to be as on the date of the letter of offer and for that purpose the percentage holding has to be taken on the basis of diluted share capital as defined in the Takeover Regulations, 2011. The expression diluted share capital is defined under the Takeover Regulations, 2011 to mean the total number of shares in the target company assuming full conversion of the outstanding convertible securities into equity shares of the target company. Therefore, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... private or listed. If the effective economic interest of the acquirer held indirectly through the six holding companies is computed without considering the ZOCD s, then the very purpose for the disclosure obligation related to shareholding in a company to include and consider convertible securities as shares would be negated and would tantamount to giving a free reign to acquirers to circumvent and void the regulatory intent, purpose and underlying philosophy of the Takeover Regulations. In support of the above contentions, reliance is placed on the decision of the Apex Court in case of Nirma Industries Ltd. vs SEBI in (2013) 8 SCC 20. j) In the past, in respect of a transaction between the acquirer group and the target company group, the economic interest held indirectly by the acquirer group (through the holding company Equator) in a step-down company (Prism) has been disclosed by both the acquirer as well as the target company (in its Rights Issue Offer Document) as equivalent to the acquirer s diluted shareholding (%) in the holding company Equator multiplied by equator s diluted shareholding (%) in its step down company prism (held in the form of equity shares and convertib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the SAST Regulations, 2011 . Since none of the regulations in the Takeover Regulations define the expression diluted share capital referred to in the above note and that expression is defined in the format prescribed by SEBI under regulation 29(1) in Chapter V it is apparent that the expression diluted share capital used in the format prescribed under regulation 29(1) in Chapter V, would apply to the provisions contained in Chapter III. Therefore, the argument of respondents that the concept of diluted share capital in Chapter V would not apply to Chapter III is without any merit. In support of the above submission reliance is placed on the decision of the Apex Court in case of R.B.I. vs Peerless General Finance Investment Co. Ltd. reported in AIR 1987 S.C. 1023. n) As per the TRAC Report on the basis of which the Takeover Regulations, 2011 is framed, the disclosure obligations under the Takeover Regulations are fairly critical and form an important component of the legal regime governing substantial acquisition of shares and takeovers. Hence, the respondents are not justified in contending that the provisions contained in Chapter V have no relevance to the provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gulations, 2011. In such a case, where the disclosures made in the draft letter of offer do not depict true picture the economic interest (shareholding) in the target company, SEBI was not justified in approving the offer price at ₹ 41.04 per share of the target company. s) As per clause 1.1.22 of the ZOCD agreement dated 27.02.2012 the expression Equity Securities would inter alia include the ZOCDs. Thus, by investing in the ZOCD s, the respondent no. 2 has acquired 99.997% economic interest in the 71.25% shareholding in the target company held by the six holding companies. Therefore, the argument of the respondents that in commercial parlance, the ZOCDs are primarily understood as mere borrowings cannot be accepted. t) In the draft letter of offer it is stated that in terms of SPA, the respondent no. 2 has agreed to buy and the sellers have agreed to sell 100% of the outstanding equity shares of the six holding companies. Thus, SEBI had complete knowledge that the diluted share capital of the six holding companies was definitely not the same as their outstanding share capital . Since the holding in a company is determined on the basis of its diluted share capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by SEBI have legal right to agitate the same before this Tribunal, even though the appellants have not participated in the open offer. In support of the above contention reliance is placed on a decision of this Tribunal in case of Subramanian R. Venkat Anr. vs SEBI Ors. (Appeal No. 111 of 2010 decided on 03.05.2011) which is upheld by the Apex Court. x) The respondent no. 5 failed in its duty to protect interest of investors. The respondent no. 5 has knowingly and willfully acted contrary to the code of conduct prescribed for Merchant Bankers by SEBI and also acted in violation of Takeover Regulation, 2011. In support of above contention reliance is placed on facts set out in Table E , para 33 of the affidavit in rejoinder filed by the appellants. By relying on a decision of this Tribunal in case of Enam Securities Pvt. Ltd. vs SEBI (Appeal No. 39 of 2011 decided on 15.02.2012) it is contended that by failing to disclose all facts relating to open offer as contemplated under the Takeover Regulations 2011, the respondent no. 5 has failed to protect the interest of investors. 6. Counsel for the respondents, on the other hand, supported the decision of SEBI in approving the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that there are various infirmities in the open offer process carried out by respondent no. 2 through respondent no. 5 and therefore appropriate action be taken against the acquirers and respondent no. 5. Apart from the above, it was alleged that in the facts of present case, the open offer price ought to have been determined at ₹ 5,68,430.32 per share instead of ₹ 41.04 per share of the target company. SEBI, after considering the complaint initially issued a communication on 17.11.2014, thereby granting its approval to the open offer price at ₹ 41.04 per share instead of ₹ 5,68,430.32 per share as claimed by the appellants. Subsequently, by its communication dated 09.02.2015 SEBI rejected various allegations made in the complaint filed on 25.06.2014 for the reasons recorded therein. 9. Even before receiving the communication of SEBI dated 09.02.2015, appellants had filed the present appeal on 29.12.2014 to challenge the communication of SEBI dated 17.11.2014. However, on receipt of communication dated 09.02.2015, the appellants have neither chosen to amend the present appeal so as to challenge the communication of SEBI dated 09.02.2015 nor the appellants ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egulations, 2011 (to the extent relevant) herein below:- Indirect acquisition of shares or control. 5. (1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company. (2) Notwithstanding anything contained in these regulations, in the case of an indirect acquisition attracting the provisions of sub-regulation (1) where,- (a) the proportionate net asset value of the target company as a percentage of the consolidated net asset value of the entity or business being acquired; (b) the proportionate sales turnover of the target company as a percentage of the consolidated sales turnover of the entity or business being acquired; or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dent no. 2 has not exercised its option either to seek refund of ₹ 2211.80 crore invested under the ZOCD agreement or seek conversion of ZOCD s into equity shares as provided under the ZOCD agreement. As a result of subscribing to the shares of target company and TV 18 under the rights issue, the direct shareholding of the six holding companies and RBHPL promoted by the Bahl Group in the target company rose from ₹ 48.30% to 71.25% and consequently, the indirect shareholding of the Bahl Goup in the target company (through the companies promoted by the Bahl group) rose from 48.30% to 71.25%. 13. Regulation 13(2)(b) of the Takeover Regulations 2011, provides that where an acquirer acquires shares or voting rights in or control over the target company upon converting the convertible securities without a fixed date of conversion, then the open offer obligation gets triggered on the date on which the option to convert such securities into shares of the target company is exercised. Thus, in the ordinary course, when a person subscribes to the ZOCDs under a ZOCD agreement without a fixed date for conversion of ZOCDs into equity shares, then that person is said to have acquir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tial amount to the respondent no. 2. This clause indicates that the sole object of the respondent no. 2 in executing the ZOCD agreement was not to advance loan to the six holding companies but to invest requisite amount for acquiring the shares of the target company and TV 18 under the rights issue through the six holding companies. b) Clause 6.1 of the ZOCD agreement records that from the date of the ZOCD agreement till completion date i.e. the date on which allotment of ZOCDs are completed, the six holding companies and the Bahl Group shall ensure that the six holding companies shall conduct their business only in the ordinary course of business. From this clause it is apparent that from the date of ZOCD agreement restriction is imposed on the Bahl Group while carrying on the business of the six holding companies. Very fact that the said restriction is only till the allotment of ZOCDs are complete, prima facie shows that after the allotment of ZOCDs the business of the six holding companies were to be conducted by respondent no. 2 as respondent no. 2, at its will, was entitled to receive equity shares amounting to 99.997% shareholding of the six holding companies. c) Clause ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fered to the six holding companies and if the six holding companies elect to subscribe to such shares, then the respondent no. 2 and/or its Affiliates shall have the sole discretion to fund the six holding companies for subscribing to those shares. This clause prima-facie belies the contention of the respondents that the ZOCD agreement was mere a loan agreement. On the contrary from this clause, prima facie, it appears that by executing the ZOCD agreement, the respondent no. 2 not only exercised control over the Bahl Group but the respondent no. 2 through the Bahl Group exercised control over the six holding companies as well as the target company TV 18. f) Clause 11.4 read with clause 1.1.42 of the ZOCD agreement provides that the Bahl Group shall ensure that the promoter group entities listed in Part A, Part B Part C of Schedule 6 shall not transfer any equity securities or any right, title or interest of the target company TV 18 without giving a right of first refusal to the respondent no. 2. This clause further demonstrates that by executing the ZOCD agreement the respondent no. 2 not only sought to acquire control over the shares of the target company and TV 18 held b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a Single Unit as required under the Ministry of Information and Broadcasting Guidelines among the target company and the promoters of the six holding companies (including the six holding companies, Mrs. Ritu Kapur Mr. Raghav Bahl) for managing the matters of the target company TV 18 and to appoint majority of the Board of Directors of the target company TV 18. All these sub-clauses in clause 14 of the ZOCD agreement read with the expression control defined under regulation 2(1)(e) of the Takeover Regulations, 2011 prima facie, show that by the ZOCD agreement, the Bahl Group not only permitted respondent no. 2 to exercise control over the six holding companies as well as the target company and TV 18 but also permitted respondent no. 2 to exercise control over the shares of the target company held by other entities promoted by the Bahl Group. j) Apart from the above, it is relevant to note that Mr. Raghav Bahl and his wife Mrs. Ritu Kapur have given warranties on behalf of six holding companies and RBHPL (see clause 8.11 in Schedule 7 to the SPA dated 29.05.2014) to the effect that none of those companies have any employees. Thus it is evident that all activities of the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (at para 103) that the open offer obligation in the present case got triggered on execution of the ZOCD agreement dated 27.02.2012 and not on execution of SPA dated 29.05.2014. The said allegation was rejected by SEBI vide communication dated 09.02.2015 (see para 10 and 11 thereof) by merely recording that the respondent no. 2 has not acquired any voting rights, shares or control over the six holding companies by subscribing to the ZOCDs and therefore, the question of respondent no. 2 exercising or directing the exercise of voting rights in the shares of the target companies held by six holding companies under the ZOCD agreement does not arise. Admittedly, the appellants have chosen not to challenge the said communication of SEBI dated 09.02.2015, hence it would not be open to the appellants to contend in the present appeal that the open offer obligation got triggered on execution of the ZOCD agreement. However, fact that the appellants have chosen not to challenge the decision of SEBI dated 09.02.2015, does not preclude this Tribunal from directing SEBI, in public interest, to investigate the matter afresh especially when the decision of SEBI contained in its communication dated 0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing companies from the Bahl Group, in reality acquiring 60,000 shares from the Bahl Group amounts to acquiring 0.003% of the fully diluted shares capital of the six holding companies. In such a case, it is submitted by the appellants that once 99.997% of the fully diluted share capital or economic interest in the six holding companies have been acquired under ZOCD agreement, then it is apparent that the amount paid under the SPA was only with a view to acquire 0.003% diluted share capital or economic interest in the six holding companies. There is no merit in the above contentions, because, under the Takeover Regulations, 2011 when an acquirer acquires shares or voting rights in, or control over the target company upon converting convertible securities without a fixed date of conversion, the obligation to make public announcement of an open offer, if any, arises on the date on which option for conversion of such securities into shares of the target company is exercised. In the present case, no such option is exercised and hence it cannot be said the respondent no. 2 has acquired 99.997% shares of the six holding companies. As on the date of ZOCD agreement and as on date of SPA, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent no. 2. In such a case, acquiring 0.003% shares of the target company would not trigger open offer obligation and consequently determining the highest negotiated price paid per share of the target company under SPA dated 29.05.2014 does not arise at all. 26. Argument of the appellants based on regulation 5(2),8(2)(a) and regulation 8(8) of the Takeover Regulations is mutually contradictory. The deeming fiction of regarding indirect acquisition as direct acquisition under regulation 5(2) comes into operation only in the circumstances set out therein. None of those circumstances set out in regulation 5(2) of the Takeover Regulations, 2011 exist in the present case and hence regulation 5(2) would not be applicable to the present case. Similarly, reliance placed by appellants on regulation 8(2)(a) and regulation 8(8) of the Takeover Regulations, 2011 is misplaced, because, what was acquired by respondent no. 2 from the Bahl Group under the SPA dated 29.05.2014 was the entire 60,000 shares representing 100% of the shares issued by the six holding companies. In such a case, determining the highest negotiated price per share on the basis of the amount paid under SPA dated 29.05.2014 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at states that The percentage holding shall be taken on the basis of diluted share capital as defined in the SAST Regulations, 2011 . Relying on the aforesaid formats it is contended by the appellants that under the Takeover Regulations, 2011 open offer price has to be determined by considering the shares that are liable to be issued under the ZOCD agreement even though option for conversion of ZOCDs into equity shares have not been exercised. We see not merit in the above contentions, because, the expression diluted share capital is not defined under any of the regulations framed in Takeover Regulations and that expression defined in the format prescribed under the Takeover Regulations, 2011 is restricted for the purpose of disclosures only. Even regulation 28(2) contained in Chapter V, of the Takeover Regulations, 2011 provide that for the purposes of the said Chapter relating to disclosures of shareholding and control, the acquisition and holding of any convertible security shall also be regarded as shares and disclosures of such acquisitions and holdings shall be made accordingly. Therefore, fact that some of the formats set out in the Takeover Regulations, 2011, provide tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 09.02.2015. In these circumstances, we decline to consider grievances of the appellants against the acquirers and respondent no. 5 which are covered in the decision of SEBI dated 09.02.2015. b) Argument of the appellants that SEBI by its communication dated 17.11.2014 ought to have approved the open offer price at ₹ 5,68,430.32 per share of the target company instead of approving the open offer price at ₹ 41.04 per share of the target company is without any merit. Under SPA dated 29.05.2014 acquisition of 60,000 shares of the six holding companies by respondent no. 2 from the Bahl Group constituted acquisition of 100% shares of the six holding companies, because as on that date the six holding companies had not issued any equity shares under the ZOCD agreement on account of respondent no. 2 not exercising its option to seek conversion of ZOCDs into equity shares of the six holding companies. Since acquisition of 100% shares of the six holding companies amounted to the respondent no. 2 indirectly acquiring the shares of the target company from the Bahl Group (through the six holding companies) which entitled the respondent no. 2 to exercise voting rights in the target ..... X X X X Extracts X X X X X X X X Extracts X X X X
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