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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 ..... er 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 holding company for American Entertainment Properties Corp. and Federal Mogul LLC (FML). By this agreement, the acquirer agreed to acquire 100% ownership of FML. In view of the aforesaid acquisition, respondent No. 2 become owner of 74.98% of the holdi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ovide 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 Rs. 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 before the Hon'ble Supreme Court of India which was disposed of by an order dated December 16, 2019 and the order of this Tribunal was affirmed. Thereafter, the appellant filed a Misc. application before the Hon'ble Supreme Court which was disposed of by an orde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tended 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 loss suffered by the shareholders for the delay caused by the acquirer. It was contended that as per the post open offer report the due date for making payment of consideration to the shareholders was December 27, 2018 whereas the actual payment was made on January 30, 2020 af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 provisions of the Regulations from August 21, 2019 to January 30, 2020 when the amount was eventually paid. 13. The 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 til ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 of this order nor a certified copy of this order could be issued by the Registry. In these circumstances, this order will be digitally signed by the Presiding Officer on behalf of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Parties will act on pr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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