TMI Blog2019 (12) TMI 1656X X X X Extracts X X X X X X X X Extracts X X X X ..... quirement under SAST Regulations, 1997 are triggered by person along with persons acting in concerts on (i) agreeing to acquire shares of the Target Company above the limits prescribed; (ii) agreeing to acquire control of a target company. Therefore, agreement/decision/intention to acquire the shares and control of the Target Company by the acquirer triggers the open offer requirement under Regulations 10 and 12 of SAST Regulations, 1997 respectively. Whether the Noticees had the agreement/decision/intention to acquire the shares of FFSL and to take control of the management of FFSL? - Whether the MOU is only in the nature of mere understanding or has taken the character of agreement which records the rights and obligations agreed between the parties? - HELD THAT:- As no proof of communication of rescission of MOU was given by the Noticees. Instead, even as per their case, some tranches of physical share certificates were continued to be transferred in the name of BPJ nominees in the month of April, 2012. If the MOU has been rescinded in November 2010, there was no occasion for acceptance of physical share certificates later in April 2012 which only go to show the Noticees w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (except BPJ-HUF) were required to make public announcement of offer within 4 working days from the date of deciding the changes that would result in control over management of FFSL. However, it is noted that Noticees (except BPJ-HUF) did not made any public announcement of offer within 4 working days from May 27, 2010. Hence, Noticees (except BPJ-HUF) had violated the provisions of regulation 12 read with regulation 14(3) of SAST Regulations, 1997. Thus, the allegation for the violation of the provisions of Regulations 10 and 12 of SAST Regulations, 1997 and Section 12A(f) of SEBI Act, 1992 against Noticees (except BPJHUF) stands established. BPJ-HUF had not violated the provisions of Regulations 10 and 12 of SAST Regulations, 1997. Thus, the allegation for the violation of the provisions of Regulations 10 and 12 of SAST Regulations, 1997 and Section 12A(f) of SEBI Act, 1992 against BPJ-HUF does not stand established. What directions should be issued against the Noticees? - As the fact that the scrip is under suspension further strengthens the case that in the interest of shareholders / investors, it is fit case to direct the Noticees (except BPJ-HUF) to make a public an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... / Noticee no.10 ) (hereinafter Collectively referred to as Noticees ) had acted in the concert to acquire shares of FFSL which is alleged to have been in violation of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as SAST Regulations, 1997 ). SHOW CAUSE NOTICE 3. Upon completion of investigation, a Common Show Cause Notice (hereinafter referred to as SCN ) dated April 19, 2018 was issued to all the Noticees (10 entities) in the matter of FFSL to show cause as to why suitable directions under sections 11(1), 11(4) and 11B of SEBI Act, 1992 should not be issued against them for the alleged violations of provisions of regulations 10 12 of SAST Regulations, 1997 and section 12A(f) of SEBI Act, 1992. 4. Based on investigation of the matter, the following was noted / alleged in the SCN dated April 19, 2018: 4.1. Mr. B.P. Jhunjhunwala (acquirer PAC) entered into a Memorandum of Understanding (MoU) dated May 27, 2010 with Mr. P. Natarajan representing promoters and certain shareholders of FFSL with an intention to acquire 58.08% shares in FFSL from then existing promoters/others and also to nominate directors on the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in the MoU. Vide said letter Mr. B.P.Jhunjhunwala has stated that as mentioned in the MoU, the tranche-1 shares were transferred on July 02, 2010, the details are as under: TABLE-1 (Tranche-1) Name of the Transferor Name of the transferee No of shares acquired N Nithya BP Jhunjhunwala 1,500 N Neeraja Ruhi Jhunjhunwala 37,500 First Financial Holdings Ltd Mala Jhunjhunwala 1,30,000 First Financial Holdings Ltd Skyed Network Pvt Ltd 1,00,000 First Financial Holdings Ltd *R Rathinamala 1,40,000 First Financial Holdings Ltd *B Satya Prakash 1,70,000 First Financial Holdings Ltd Radhasoami Securities Pvt Ltd 1,00,000 First Financial Holdings Ltd BPJ Holding Pvt Ltd 1,50,000 First Financi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Natarajan P 20,540 27-Apr-12 B P Jhunjhunwala (Huf) Jayanthi N 570 27-Apr-12 Rohit Jhunjhunwala *B Satya Prakash 17,000 27-Apr-12 Ruhi Jhunjhunwala Radhasoami Securities Pvt. Ltd 10,000 27-Apr-12 Reha Jhunjhunwala BPJ Holding Pvt. Ltd. 15,000 15-Jun-12 B P Jhunjhunwala (Huf) Shikha Bagaria 46,842 TOTAL 1,61,242 The share capital of FFSL as on 27/04/2012 was 58,24,760 shares. 4.10. Further, no disclosures are available on BSE website with respect to any transfers made during the investigation period in terms of SEBI (PIT) Regulations, 1992 and SEBI (SAST) Regulations, 1997. Further, no confirmation has been given by Mr P Natrajan and Mr B.P. Jhunjhunwala with respect to any disclosures which were made by them. 4.11. Vide letter dated October 27, 2015, FF ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d/or BSE who were seeking to exit from their listed company/companies. In response to one of such letters, Mr. Natrajan who was a Promoter/ Director of a listed company by the name First Financial Services Ltd. (hereinafter referred to as FFSL ) approached BPJ and expressed his willingness to sell the shares of FFSL. 7.3. That the representations of Mr. Natrajan to BPJ was that Mr. Natarajan had authority to sell 21,76,650 equity shares of FFSL which constituted 58.08% of the paid up share capital of FFSL i.e. 13,08,650 equity shares of FFSL which amounts to 34.92% belongs to him his family members and 8,68,000 equity shares of FFSL which amounts to 23.16% belongs to Ms. N. Nithya, Ms. N. Neeraja First Financial Holding Ltd. 7.4. Subsequently on May 27, 2010 a Memorandum of Understanding (hereinafter referred to as MOU ) was executed between BPJ and Mr. Natrajan to give effect to the negotiations. The main terms and conditions of the MOU were as follows: 7.4.1. That Mr. Natrajan had represented that he along with all the other promoters being Ms. N. Jayanthi Ms. N. Nithya and non-promoter group being Ms. N. Nithya, Ms. N. Neeraja First Financial Holding Ltd., h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 27.06.2010 1,40,000 First Financial Holdings Limited Anurodh Merchandise Pvt. Ltd. 4 27.06.2010 1,70,000 First Financial Holdings Limited Nandlal Vyapaar Pvt. Ltd. 5 27.06.2010 1,00,000 First Financial Holdings Limited Radhasoami Securities Pvt. Ltd. 6 27.06.2010 1,50,000 First Financial Holdings Limited BPJ Holding Pvt. Ltd. 7 27.06.2010 39,000 First Financial Holdings Limited Onesource Ideas Pvt. Ltd. 8,29,000 Total 7.4.3.3. The transaction under the first and second trench were to be concluded post June 27, 2010 and on or before July 15, 2010 (as the PDC's were dated 27th June, 2010). Upon encashing the cheques for the first and second trench, the seller group was to deliver the physical shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as keen on completing the due diligence before executing the MOU but however on the assurances and insistence of Mr. Natrajan, BPJ executed the MOU in good faith. 7.6. That on June 03, 2010, BPJ received a report from his advocate based on publically available documents, wherein report stated that an arbitration proceedings have been commenced in the matter of M/s. M.S. Shoes East Ltd. v/s FFSL and other defendants vide order dated March 14, 2007 issued by Hon'ble High Curt of Delhi in Civil Suit (OS) Nos. 1299A of 1997. The arbitration proceedings were in context to the underwriting commitments given by FFSL and many other defendants in the year 1997 vide their underwriting agreements dated January 10, 1995 for the public issue of M/s. Shoes East Ltd of 1,75,84,800 Zero Interest Unsecured Fully Convertible Debentures of 199/- each for cash at par aggregating to Rs. 3,49,93,75,200, which devolved. FFSL was one amongst the underwriters to the Public Issue and had an obligation of Rs.99,99,000/-. The claim of M/s. M.S. Shoes East Limited against FFSL (excluding the other defendants) was to the tune of Rs. 99,99,000/- along with interest of 24% p.a. from the year 1997 onwards t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 02.07.2010 First Financial Holdings Limited Mala Jhunjhunwala 1,30,000 4 02.07.2010 First Financial Holdings Limited Skyed Network Pvt. Ltd. 1,00,000 5 02.07.2010 First Financial Holdings Limited Radhasoami Securities Pvt. Ltd. 1,00,000 6 02.07.2010 First Financial Holdings Limited BPJ Holding Pvt. Ltd. 1,50,000 7 02.07.2010 First Financial Holdings Limited Onesource Ideas Pvt. Ltd. 39,000 Total 5,58,000 7.11. That, BPJ was supposed to receive the physical shares along with the transfer deeds and only upon receipt of the same, BPJ was to receive all records, papers, documents and files of FFSL and thereafter BPJ nominees were to be appointed on the Board of FFSL in place of the existing directors and only one Promoter Directo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... minees (excluding the amount of Rs. 3,10,000/- as the said shares were being held by Mrs. R Rathinamala and Mr. B Sathya Prakash, who were independent individuals, not BPJ nominees and not a part of the MOU). However Mr. Natrajan neither refunded the above stated amount nor did he agree to take back the transferred shares. 7.17. That in the given circumstances, BPJ had no other option but to accept the purchase and/or transfer of 5,07,710 shares to BPJ nominees which were to be transferred by promoters of FFSL viz. Ms. N. Nithya Ms. N Jayanthi. 7.18. That Mr. Natrajan even after receiving amount of Rs. 5,07,710 on November 27, 2010 did not handover the physical share certificates to BPJ nominee. The physical shares certificates were transferred in the name of BPJ nominee only in the month of April, 2012. 7.19. That no effective transfer of 5,07,710 shares of FFSL according to the terms of MOU took place till November 27, 2010 except for 5,58,000 non-promoter shares being transferred in the name of my nominees as on July 02, 2010 which amounted to only 14.89% of the total shareholding of FFSL. Thus the transaction as per the MOU stood not only rescinded but also amended i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .23. That subsequent after receipt of the share transfer deeds from Mr. Natrajan for transfer of 44,500 shares in the month of April, 2012, the nominees namely SNPL, OIPL and RSPL had requested BJP that they wished to exit from the said investment as they were holding shares since 2010. BPJ with a simple aim to have de facto control over his nominees, had caused to effect the shares held in the names of his nominees to be transfer in his family members name as the nominees were least interested to own the shares of FFSL. Therefore, on April 27, 2012, the transfer of the shares as sent by the promoter and certain inter se nominee took place i.e. shares were transfer in the name of BPJ family members. There was no change of any voting rights on the shares duly transferred to BPJ and his nominees in the year 2012. Therefore as on April 27, 2012, BPJ holding including his nominees amounted to 1,31,300 shares of FFSL constituting 2.25% of the paid up share capital of FFSL. The details w.r.t BPJ and his nominees holding as on April 27, 2012 are as under: Name No. of Shares % of Shares B P Jhunjhunwala ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was controlling the management and daily affairs of FFSL from the date of signing of MOU atleast till April 15, 2013. Mr. Natrajan during the relevant period had made declaration/ disclosures before the relevant authorities that he is a promoter/ director of FFSL. The same can be verified from the disclosures submitted by Mr. Natrajan and family under regulation 30(1) and 30(2) of SEBI (SAST) Regulations, 2011 as a promoter to BSE for March 31, 2012 and March 31, 2013.Therefore, BPJ was not required to make a public announcement as per the relevant provisions of SEBI SAST Regulations. 7.27. That it is beyond doubt that Mr. Natrajan was the promoter and controller of FFSL since the very beginning and also that BPJ had withdrawn himself from the obligations of the MOU in the Month of June, 2010 and further rescinded the MOU completely in the month of November, 2010 as BPJ had no intention to takeover the company post discovery of the contingent liability and dubious intentions of Mr. Natrajan. Hence, there was no requirement on BPJ part to comply with Regulation 10 12 of SEBI (SAST) Regulations, 1997, as BPJ neither crossed the threshold as specified in the regulations nor did ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat BPJ had no intention to continue with the MOU, and therefore BPJ tried for stop payment of the post-dated cheques. But however inspite of his efforts, BPJ was informed that the cheques duly amounting to Rs. 5,07,710/- were honoured. Inspite of BPJ best efforts, Mr. Natrajan did not refund the amount, and therefore under the given circumstances, BPJ nominee was forced to acquire the shares of FSSL. However, it is pertinent to note that instead of transferring 50,771 shares (Post reduction of share capital by FFSL),the promoter group of FFSL transferred only 44,500 shares on in the month of April, 2012. Thus, the acquirer group on the actual date of transfer of the promoter shares i.e. on April 27, 2012 had cumulatively acquired only 2.25% of shares of FFSL which were subsequently reduced to 1.63% of shares of FFSL post preferential allotment of shares. 7.33. That as per the terms and conditions of the MOU, the seller group were to deliver the shares to the acquirer group post June 27, 2010 (for non-promoter group) post November 27, 2010 (for promoter group). However, the acquirer group had received the promoter shares in the month of April, 2012, after almost two years afte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 7.34.2. Therefore having subjected BPJ to the alleged violations is not only harsh but also devoid of merits. Even if the MOU is assumed between BPJ and Mr. Natrajan, the fact remains that it never transpired in to a definitive agreement between them for the reason being breach of MOU by the said Mr. Natrajan. 7.34.3. That regulation 14 of the SAST refers to making an public announcement after 4 days of entering into an agreement for acquisition of shares / voting rights or deciding to acquire shares or voting rights exceeding the respective percentage specified therein. In the instant matter, there was no agreement entered/ executed between BPJ and Mr. Natrajan to acquire shares / voting rights of FFSL, nor it was definitely decided by BPJ to acquire the shares since it was contingent upon the conditions to be fulfilled by Mr. Natrajan, for BPJ to decide about acquiring shares/voting rights of FFSL. It is pertinent to note that on June 03, 2010, after receiving the due diligence report from BPJ advocate, BPJ had no intention to continue with terms of MOU or at a later stage to acquire the shares or voting rights of FFSL. Therefore, considering the above factors, BPJ was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out from the investments and their shares were subsequently transferred to Mr. Rathimala Mr. Satya Prakash (who are independent individuals who are not the part of the acquirer group). Therefore, the acquirer group in the first and the second tranche of transaction had acquired only 5,58,000 equity shares amounting to 14.89% of the paid up share capital of FFSL instead of 8,68,000 equity shares amounting to 23.16% of the paid up share capital of FFSL on July 02, 2010. Also during the third tranche of transaction, BPJ clearly had no intentions to abide by the terms and conditions of MOU and therefore BPJ had tried for stop payment of the post dated cheques issued for acquiring 13,08,650 shares of promoter group. BPJ had even requested Mr. Natrajan to return the a sum of Rs. 5,07,710/- to his nominee and also to take back the shares transferred during the first and-second trench on July 02, 2010 and in turn return an amount of Rs. 5,58,000 against the shares previously transferred, however Mr. Natrajan did not pay attention to the same and subsequently 44,500 shares (against these cheques post reduction of share capital) were dumped upon BPJ nominees as against 50,771 shares. Ther ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Board on June 05, 2010 for the sole reason to have control on the management of FFSL. 7.35.7. That BPJ nominees were never part of the board or management of FFSL coupled with the fact that Mr. Natrajan had made disclosures under 30(1) and 30(2) of SEBI SAST 2011 proves beyond doubt that neither BPJ nor his nominees were never ever part of the board of FFSL or controlling FFSL. Hence BPJ was not required to make a public announcement as per regulation 12 of SEBI (SAST) Regulations, 1997 as alleged against me and my nominees in the Show Cause Notice. 7.35.8. That BPJ along with his nominees had acquired only 14.89 % of shares in the first and second trench of Transaction. Even on April 27, 2012 upon transfer of 44,500 shares of FFSL, the total share acquisition of BPJ and his nominees amounted only to 1.63% of the total share capital of FFSL, which is below the threshold limit to make any public announcement for acquiring shares or voting rights. Therefore, in view of the above facts, on any occasion, BPJ was not required to make any disclosures/ public notice as per regulation 10 of SEBI (SAST) Regulations, 1997. 7.35.9. The second tranche was in April 2012 wherein th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er had any knowledge about any transaction between Mr. B P Jhunjhunwala and Mr. Natrajan nor had any knowledge whatsoever about the transaction in the script of FFSL 9. Apart from the submissions made at paragraph 7 above, Radhasoami Resources Limited (RRL) on behalf RSPL and OIPL made following additional submission, which are as under: 9.1. That the National Company Law Tribunal (NCLT), Chennai vide order dated August 10, 2017 have sanctioned the amalgamation of M/s. Radhosoami Securities Pvt. Ltd., M/s. Onesource Idea Pvt. Ltd, Nochi Industries Pvt. Ltd, Carewell Consultants Pvt. Ltd and Subh Labh Share Brokers Pvt. Ltd. with Radhasoami Resources Ltd with effect from September 19, 2017. Thus from September 19, 2017 M/s. Radhosoami Securities Pvt. Ltd. and M/s. Onesource Idea Pvt. Ltd stood dissolved. 9.2. That RSPL and OIPL along with other proposed buyers form a part of the acquirer group for Mr. B P Jhunjhunwala and issued a post-dated cheques towards consideration for the acquisition of the shares of FFSL. 9.3. That negotiations were held between Mr. Natrajan and Mr. B P Jhunjhunwala and to give effect to these negotiations an MOU executed between Mr. B P Jhunjhun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eny that we have violated Section 10 12 of the SEBI (SAST) Regulation, 1997 and Section 12A(f) of SEBI Act, 1992 or any other law/provisions as alleged in the Show Cause Notice. 10.2. That we were never a part of the MOU dated May 27, 2010 entered in to between Mr. B.P Jhunjhunwala and Mr. Natrajan for acquisition of shares of FFSL. Pursuant to the MOU, certain cheques were to be issued to the promoter group of FFSL for acquisition of shares of FFSL, we were not amongst the persons who had issued cheque/s to Mr. Natrajan or promoter group of FFSL. The same can be verified from the MOU and from the letter/s dated May 27, 2010 addressed to Mr. Natrajan. 10.3. That we neither acquired any shares nor did we hold any shares of FFSL in Financial year 2010-2011, the year in which the MOU was executed and therefore we cannot be termed as person acting in concert. Therefore, we have not violated Regulation 10 of SAST Regulations. 10.4. That we had also not acquired any control over the target company FFSL or its management. Therefore we have not even violated Regulation 12 of SAST Regulations. 10.5. That we have been arrayed as a Noticee for violations of the Section 10 12 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against the shares of FFSL shall be listed out. The consideration for the shares of FFSL had worked out to be at Rs. 1/- per share. Based on the representations of Mr. B P Jhunjhunwala and also upon the credentials of FFSL, AMPL decided to invest in FFSL by acquiring a certain percentage of shares of FFSL, as Mr. B P Jhunjhunwala was to become the new promoter of FFSL. 11.4. AMPL along with other proposed buyers shall form a part of the acquirer group for Mr. B P Jhunjhunwala and shall issue a post-dated cheques ( PDC ) towards consideration for the acquisition of the shares of FFSL. Accordingly, a post-dated cheque no. 274131 dated June 27, 2010 for Rs. 1,40,000/- against 1,40,000 shares of FFSL was issued by AMPL and the same was incorporated in the MOU dated May 27, 2010 executed between Mr. B P Jhunjhunwala Mr. Natrajan. As per the terms and conditions of MOU, Promoter shares and non promoter shares were to be acquired by the acquirer group in three trenches which was in detail listed out in the MOU and accordingly in the second trench the proposed acquirers/buyers were supposed to receive the non - promoters shares post June 27, 2010. 11.5. Immediately few days after ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rathinamala, AMPL had no contact with Mr. B P Jhunjhunwala or Mrs. Rathinamala and were neither aware nor concerned about the said FFSL or the acquisition of shares of FFSL by Mr. B P Jhunjhuwala or any one else, until the receipt of the present Show Cause Notice. 11.8. That AMPL have been arrayed as a notice for violations of Regulations 10 12 of SEBI (SAST) Regulations 1997 and Section 12A(f) of SEBI Act, 1992, merely on the basis of a MOU executed between Mr. B P Jhunjhunwala and Mr. Natrajan, The allegations against AMPL border upon our intention to acquire shares of FFSL which is based on the surmises of the purported MOU dated May 27, 2010 of which AMPL opted out and never acquired any shares of FFSL at any point of time as envisaged in the MOU. Although AMPL being a part of the purported MOU in first place, but withdrew from the said MOU and AMPL did not acquire any shares of FFSL/ voting rights at any point of time. Hence, the allegations against AMPL in the said Show Cause Notice for acquisition of shares and control of FFSL are not only farfetched but also not maintainable. 11.9. Without prejudice to whatever stated above, AMPL humbly submit that as per the pur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved to say the least and hence liable to be withdrawn qua us. 11.13. That regulation 14 of SEBI (SAST) Regulations, 1997 refers to making an public announcement after 4 days of entering into an agreement for acquisition of shares / voting rights or deciding to acquire shares or voting rights exceeding the respective percentage specified therein. In the instant matter, there was no agreement entered/executed between AMPL and Mr. B P Juhunjhunwala or even between AMPL and Mr. Natrajan to acquire shares/voting rights of FFSL as AMPL had already decided to backed out from its investments and not to acquire any shares/ voting rights of FFSL. Further, the MOU executed between Mr. B P Jhunjhunwala and Mr. Natrajan at best an indicative intent in order to list out arrangement for further definitive agreement which itself were contingent in nature. Thus as stated by AMPL in earlier paras AMPL once again state that MOU by any means cannot be regarded as an agreement or a decision obligatory between the executing parties. This ratio has also been upheld time and again by various courts including the Hon'ble Apex court. Therefore, considering the above factors, AMPL were not required ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... does not included NVPL. Since, as mentioned in Para 4 of the show cause notice, Mr. Jhunjhunwala has included the name of NVPL also as one of his nominees, it could only be the then Directors and Shareholders of NVPL as benamis and associates of B.P. Jhunjhunwala, who are responsible for the alleged violations relating to the scrip of FFSL. 12.5. The names Directors and Shareholders of NVPL prior to the present Directors and Shareholders being put in charge of the Company are as follows: Sl. No. Name of the person No. of Shares NVPL 1 S. Krishna Rao 2,000 2 S G K Melkha Singh 2,000 3 B. Venodhini 2,000 4 Onesurce Techmedia Ltd 2,000 5 BPJ Holdings P Ltd 5,500 6 Matrix Systems P Ltd 12,500 7 Onesource Idea P LTd 1,250 8 For ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions in line of replies available on record, which are as under: . 15.1. That Radhasoami Securites Pvt. Ltd. and Onesource Ideas Pvt. Ltd had merged/amalgamated with Radhasoami Resources Limited vide National Company Law Tribunal, Chennai order dated August 10, 2017. Therefore any communication /allegation /reference made by SEBI to Radhasoami Securites Pvt. Ltd. and Onesource Ideas Pvt. Ltd shall be construed to be made/served to Radhasoami Resources Limited and shall be replied by Radhasoami Resources Limited (Radhasoami). 15.2. ARs reiterate the submission made by BPJ dated October 16, 2018, BPJHUF dated October 16, 2018, Ruhi dated November 02, 2018, Mala dated November 02, 2018, SNPL dated October 26, 2018, AMPL dated October 23, 2018, Radhasoami dated August 23, 2018 and November 13, 2018 on behalf of RSPL and OIPL. 15.3. That BPJ alongwith his nominees had entered into a Memorandum of understating (MOU) with Mr. P. Natarajan, erstwhile promoter of FFSL dated May 27, 2010 to acquire 21,76,650 shares (58.08%) of FFSL in various tranches and issued postdated cheques. In 1st tranche 39,000 shares to be acquired, in 2nd tranche 8,29,000 shares to be acquired and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment of hearing schedule on January 17, 2019. In the interest of natural justice, vide email communication dated February 05, 2019 to the AR of NVPL, an opportunity of personal hearing was granted to NVPL before SEBI on February 14, 2019 at SEBI, Head Office, Mumbai. AR of NVPL vide email dated February 06, 2019 had requested for change of place of hearing from SEBI, Mumbai to SEBI, Chennai Office. SEBI vide email communication dated February 07, 2019 had informed to the AR of NVPL that hearing shall take place through video / tele conference on February 14, 2019 at Southern Regional Office of SEBI, Chennai (SRO). Further, due to administrative exigencies, hearing in the matter was postponed to April 04, 2019 at SEBI, Head Office Mumbai and the same was communicated vide email dated February 26, 2019 to AR of NVPL. 18. On April 04, 2019 Mr. M Padmanabhan, Chartered Accountant, Authorized Representative (hereinafter referred to as AR ) on behalf of NVPL had appeared for hearing and made oral submissions in line of reply available on record, which are as under: .. 18.1. AR reiterate the submission made by NVPL dated May 25, 2018 and submitted the letter dated April 03, 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... trajan was all along having control over FFSL and its target company. This can be clearly seen from the various compliances done by Mr. Natrajan qua FFSL including the submission made to BSE under Regulation 8 of SEBI (SAST), 1997 shareholding pattern, and the submission made to MCA vide Form 20B wherein he and his promoter group continue to hold same ratio of shares. Thus Mr. Natrajan had effective control on FFSL and its Management. 19.5. That Mr. Natrajan continued to be on the Board of FFSL from the date of signing of MOU till April 15, 2013 and neither BPJ nominees nor BPJ were a part of Board of directors or the management of FFSL as per the terms of MOU. Thus, it can be easily concluded that Mr. Natrajan was the promoter and was controlling the management and daily affairs of FFSL from the date of signing of MOU atleast till April 15, 2013. ThusBPJ did not violate even Regulation 12. 19.6. That it is beyond doubt that Mr. Natrajan was the promoter and controller of FFSL since the very beginning and also that BPJ had withdrawn myself from the obligations of the MOU in the Month of June, 2010 and further rescinded the MOU completely in the month of November, 2010 as BP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... herself or even through any person acting in concert with her if to be assumed. Even by far stretch of imagination, the share acquired in the year 2010-11 cumulatively (including the purported nominees) is 5.58 lakhs shares amounting to 14.89 % and only 2.25% in the year 2012. Ruhi never been a part of any management of FFSL or have taken any control over FFSL or its management. Thus even for the sake of assumptions, in both cases it is below the threshold of 15% which would otherwise make Ruhi liable for any violations of regulation 10 and / or 12 of SAST Regulations as alleged in the SCN. Hence to have been liable for the provisions of Regulations 10 12 od SAST Regulations, 1997 and Section 12A(f) of SEBI Act, 1992 is not maintainable qua Ruhi. 21. Mala vide letter dated January 30, 2019 had submitted written submissions which are similar to the earlier reply dated November 02, 2018 and the same is not reproduced here to avoid repetition. Apart from the earlier reply, Mala made following additional submission, which are as under: 21.1. Mala was never a part of MOU dated May 27, 2010 entered in to between BPJ and Mr. Natrajan. Neither did Mala execute the said MOU as a par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecified therein. In the instant matter, there was no agreement entered/executed between Mr. B P Jhunjhunwala and Mr. Natrajan to acquire shares/voting rights of FFSL who were the formal parties of the MOU. It is pertinent to note that after receiving the due diligence report SNPL had no intention to continue with their investment and acquire the shares or voting rights of FFSL. Therefore, considering the above factors, it was not required for SNPL to make any public announcement as per the relevant provisions of SEBI (SAST) Regulations, 1997. 23. RSL vide letter dated January 30, 2019 on behalf of RSPL and OIPL had submitted written submissions which are similar to the earlier reply dated November 13, 2018 and the same is not reproduced here to avoid repetition. Apart from the earlier reply, RSL on behalf of RSPL and OIPL made following additional submission, which are as under 23.1. That RSPL and OIPL has been arrayed as Noticees for violations of Regulations 10 12 of SEBI (SAST) Regulations, 1997, merely on the basis of a MOU executed between Mr. B P Jhunjhunwala and Mr. Natrajan. The allegations against them border upon their intention to acquire shares of FFSL and hen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... allized into a definite intent only upon complying to certain terms and conditions which was not done so by the Sellers. Further, there was to be a definitive and detailed agreement to have been executed by the parties on compliance of terms and conditions of the MOU. The Sellers i.e. Mr Natrajan (and others) had breached the understanding and hence the MOU stood rescinded. Also the terms having been modified resulted into cumulative acquisition of only 5.58 lakh shares of FFSL in the FY 2010-2011 which constitutes 14.89% and the same falls below the threshold of Takeover code. 24. AMPL vide letter dated January 30, 2019 had submitted written submissions which are similar to the earlier reply dated October 23, 2018 and the same is not reproduced here to avoid repetition. 25. BPJ-HUF vide letter dated January 30, 2019 had submitted written submissions which are similar to the earlier reply dated October 16, 2018 and the same is not reproduced here to avoid repetition. 26. NVPL vide letter dated April 23, 2019 had submitted the NVPL did not hold any shares in FFSL at the time when the present shareholder and directors took charge of NVPL. In support of this claim, NVPL submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner. Regulation 2(1)(e)(1): person acting in concert comprises, persons who, for a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over the target company, pursuant to an agreement or understanding (formal or informal), directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the target company or control over the target company. Acquisition of fifteen per cent or more of the shares or voting rights of any company. Regulation 10: 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 voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cement of offer to acquire shares and acquires such shares of such company in accordance with the relevant provisions of the SAST Regulations. Such Public announcement would have to be made by the merchant banker appointed by the acquirer after four working days of any such change / changes are decided to be made would result in the acquisition of control over the target company. 31. It is also pertinent to refer to the definitions of Acquirer as specified under regulations 2(1)(b) of the SAST Regulations, 1997. 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, either by himself or with any person acting in concert with the acquirer. 32. From the above, it is noted that the acquirer is a person who (i) acquires shares/voting rights/control by himself (ii) agrees to acquire shares/voting rights/control by himself (iii) acquires shares with any person acting in concert with the acquirer (iv) agrees to acquire shares/voting rights/control with any person acting in concert with him. Therefore, it is to be noted that the test is no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontrol over, the Target Company. .. On a perusal of regulation 14 it is clear that a public announcement is required to be made not later than four working days after any change or changes decided to be made, as would result in any acquisition of control over the target company. On a plain reading of regulation 14 (3) it is difficult to agree with the view that regulation 14 (3) applies only when a change or changes in the Board of Directors or control is decided upon. I fully agree with the Respondent s view that the term change or changes decided to be made must be read in the light of regulation 12 and be construed so as to mean decision taken for such changes, as would result in the acquisition of control of the target company. The word would used in regulation 14 (3) conveys that what the said regulation is concerned with is the likely acquisition of control and not the actually effected acquisition of control. The word would in the context need be understood in its literary sense as expressing probability . Thus when Appellant No.1 announced its intention to acquire the shares of Burmah Castrol on 14.3.2000, the announcement constituted an intention to acquire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uncement is a requirement that has to be fulfilled within four working days of agreement to acquire control/acquisition of shares or voting rights beyond the prescribed limit. 37. Thus, I am of the view that as per Regulation 2(1)(b) i.e. definition of acquirer ; Regulation 10 relating to acquisition of 15% or more shares or voting rights; Regulation 12 relating to acquisition of control and the provisions of Regulation 14(1) and 14(3) relating to public announcement, open offer requirement under SAST Regulations, 1997 are triggered by person along with persons acting in concerts on (i) agreeing to acquire shares of the Target Company above the limits prescribed; (ii) agreeing to acquire control of a target company. Therefore, agreement/decision/intention to acquire the shares and control of the Target Company by the acquirer triggers the open offer requirement under Regulations 10 and 12 of SAST Regulations, 1997 respectively. ISSUE No. 2: If issue no. 1 is determined in the affirmative, then whether the Noticees had the agreement / decision / intention to acquire the shares of FFSL and to take control of the management of FFSL? 38. With respect to the agreement / dec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Board of directors in place of the existing ones post June 27, 2010 only, however, Mr. Natrajan reconstituted the Board on June 05, 2010 for the sole reason to have control on the management of FFSL. That BPJ nominees were never part of the board or management of FFSL coupled with the fact that Mr. Natrajan had made disclosures under 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 proves that neither BPJ nor his nominees were never part of the board of FFSL or controlling FFSL. 39.8. That regulation 14 of the SAST Regulations, 1997 refers to making an public announcement after 4 days of entering into an agreement for acquisition of shares / voting rights or deciding to acquire shares or voting rights exceeding the respective percentage specified therein. In the instant matter, there was no agreement entered/ executed between BPJ and Mr. Natrajan to acquire shares / voting rights of FFSL, nor it was definitely decided by BPJ to acquire the shares since it was contingent upon the conditions to be fulfilled by Mr. Natrajan, for BPJ to decide about acquiring shares/voting rights of FFSL. 39.9. That on June 03, 2010, after recei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y were never a part of the MOU dated May 27, 2010 entered into between Mr. B.P Jhunjhunwala and Mr. Natrajan for acquisition of shares of FFSL. They did not issue any cheques to Mr. Natrajan or promoter group of FFSL. The allegations against them border upon their intention to acquire shares of FFSL which is based on the surmises of the purported MOU dated May 27, 2010 of which they were never a part. As they were never a part of the MOU dated May 27, 2010, the allegations of their having intention to acquire shares and control over FFSL are not only farfetched but also not maintainable. 43. BPJHPL did not submit any reply in the matter. 44. It is pertinent to refer the salient features / terms and condition of MOU dated May 27, 2010 between Mr. P. Natrajan and Mr. B.P. Jhunjhunwala, which are as under: 44.1. That Mr. P. Natrajan was the seller. The seller representing all the promoters and other desirous shareholders of FFSL. 44.2. That Mr. B.P. Jhunjhunwala was the acquirer. The Acquirer includes his successors, nominees, representatives or as the case may be, the heirs, executors and administrators of the Acquirer. 44.3. That the Acquirer has expressed interest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... annot be regarded as an agreement or a decision obligatory between the executing parties. Thus, there was no agreement to acquire the shares of FFSL and to take control over management of the Company. 46. Therefore, the question that needs to be decided in this instant issue is whether the MOU is only in the nature of mere understanding or has taken the character of agreement which records the rights and obligations agreed between the parties. Before delving into the issue further, it is worth quoting the decision of Hon ble High court of Delhi in KSL Industries Ltd. vs. National Textiles Corporation Ltd. in its decision dated 14.08.2012. .. 63. The petitioner has placed reliance on various decisions to support the submission that the MOU constitutes a binding contract between the parties. The Hon'ble Supreme Court in Kollipara Sriramulu (supra) observed that a mere reference to a future formal contract will not prevent a binding bargain between the parties. There are cases where the reference to a future contract is made in such term as to show that the parties did not intend to be bound until a formal contract is signed. The question depends upon the intention of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uestion constitutes a binding contract between the parties 47. It is also established principle of interpretation of deeds that the nomenclature of the document is immaterial. As observed by the Hon ble Supreme Court vide order dated September 22, 1976 in Puzhakkal Kuttappu vs C. Bhargavi and Others that .In construing a document like the one before us it is always necessary to find the intention of the party executing it. The intention has to be gathered from the recitals and the terms in the entire document and from the surrounding circumstances. How the parties or even their representatives in interest treated the deed in question may also be relevant. It is also well settled that the nomenclature given to a document by the scribe or even by the parties is not always conclusive .. . 48. The Hon ble Supreme Court further in Namburi Basava Subrahmanyam vs. Alapati Hymavathi Ors. [(1996) 9 SCC 388] observed that .The nomenclature of the document is not conclusive. The recitals in the document as a whole and the intention of the executant and acknowledgment thereof by the parties are conclusive .. 49. Therefore, what needs to be seen is the intention of the parti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith Transfer deeds duty executed to the Acquirer against the postdated cheques in favour of the Seller. 51.3. The Annexure to MOU records, who all will issue the cheques, details of the cheques and amount for which the cheque will be drawn. In terms of agreement / MOU dated May 27, 2010 with regard to the payment of consideration for sale of 21,76,650 equity shares (58.08%) of FFSL together with the management control, BPJ and his nominees had acted upon by enclosing cheques / post-dated cheques vide two separate letters both dated May 27, 2010 addressed to Mr. P Natrajan aggregating Rs. 21,76,650/-. The said two letters dated May 27, 2010 were attached with MOU dated May 27, 2010 forming the part of MOU. As per the MOU dated May 27, 2010 and letters dated May 27, 2010 attached thereto, the nominees of BPJ are Ruhi, Mala, SNPL, AMPL, NVPL, RSPL, BPJHPL and OIPL. 51.4. The details of cheques / post-dated cheques are as under: Sl. No. Date Issuer Favouring Cheque No. Bank Amount in Rs. 1 27.05.2010 B P J ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 51.5. The said MOU is irrevocable in nature and said transaction to be completed within six month from the date of MOU. 52. Thus, from the above, I note that in the MOU dated May 27, 2010, there is a contract for buy and sale of shares of FFSL, for consideration. Thus, the said MOU records all the necessary terms for a contract. The fact that there is clause to the effect That the MOU is general in nature and legal Share Purchase Agreement (SPA) and all other documents / undertaking etc. shall be executed by the Seller separately as required by the Merchant Bankers for SEBI Takeover code and for all other purposes does not take away the nature of the this documents titled as MOU as a binding agreement/contract. Especially in view of the fact that necessary terms of the transfer of shares, payment of consideration, time of transfer of shares and consideration has been already agreed and crystalised in the document titled as MOU . Therefore, the said MOU dated May 27, 2010 though titled as MOU is an agreement and is irrevocable and binding between the parties. Hence, I do not find any merit in the contention of the Noticees namely BPJ, Ruhi, Mala, SNPL, AMPL, RSP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... AMPL, RSPL and OIPL that there was no agreement to acquire the shares of FFSL and to take control over management of FFSL. 56. It was submitted that on June 03, 2010, BPJ received a report from his advocate stating that an arbitration proceedings have been commenced in the matter of M/s. M.S. Shoes East Ltd. v/s FFSL. It was further submitted that BPJ was shocked to learn about the said contingent liability as the same was not disclosed to BPJ by Mr. Natrajan at the time of signing the MOU and the same was in breach of the relevant clauses of MOU. Noticees argued that AMPL and NVPL, immediately on learning about the contingent liability of FFSL, decided to withdraw and to back out from their investments in purchasing the shares of FFSL. The Noticees also argued that the MOU was rescinded in November 2010. Thus, it was argued that the transaction as per the MOU stood not only rescinded but also amended if at all to be considered as subsisting. In this regard, I observe that no proof of communication of rescission of MOU was given by the Noticees. Instead, even as per their case, some tranches of physical share certificates were continued to be transferred in the name of BPJ n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany. 60. Two or more persons may act in concert with each other under regulation 2(1)(e)(1) of SAST Regulations, 1997 even though they may be wholly unrelated. For this, the four elements as specified under regulation 2(1)(e)(1) of SAST Regulations, 1997 has to be established i.e. (i) the persons must possess a common objective or purpose, (ii) that common objective or purpose must be for the substantial acquisition of shares or voting rights or gaining control over a listed company, (iii) the persons must directly or indirectly co-operate with each other by acquiring or agreeing to acquire shares or voting rights or control in the listed company and (iv) the co-operation must be pursuant to a formal or informal agreement or understanding. 61. In this regard, the submission of Ruhi, Mala, SNPL, RSPL, OIPL, AMPL and NVPL as under: 61.1. Ruhi stated that she was never a part of MOU dated May 27, 2010 entered into between BPJ and Mr. Natrajan. Neither did Ruhi execute the said MOU as a party or as a witness. Ruhi was only nominated by BPJ in the MOU as his nominee. 61.2. Mala stated that she was never a part of MOU dated May 27, 2010 entered into between BPJ and Mr. Nat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inees of BPJ had issued the post-dated cheques for acquisition of 21,76,650 equity shares (58.08%) of FFSL. Vide letters dated May 27, 2010, the said post-dated cheques were attached to MOU dated May 27, 2010. The details of post-dated cheques issued by Ruhi, Mala, SNPL, AMPL, NVPL, RSPL, OIPL and BPJHPL are mentioned at paragraph 51.4 above, the same is not reproduced to avoid repetition. 63. Further, I also note that the MOU clearly states that the acquirer includes his nominees. There is no dispute that cheques/post-dated cheques were given by the Nominees. The Annexure to the MOU establishes that the nominees have given their cheques for acquisition of shares of FFSL. 64. Upon perusal of MOU dated May 27, 2010 alongwith letters dated May 27, 2010 and cheques / postdated cheques attached thereto, I find that MOU dated May 27, 2010 and letters dated May 27, 2010 clearly establishes that BPJ, Ruhi, Mala, SNPL, AMPL, NVPL, RSPL, OIPL and BPJHPL shared common objective / intention for substantial acquisition of 21,76,650 equity shares (58.08%) of FFSL and control over management of FFSL. I also find that the post-dated cheques issued by BPJ, Ruhi, Mala, SNPL, AMPL, NVPL, R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns. When current directors and shareholders came in April 24, 2012 and September 13, 2012 respectively, NVPL was not holding any shares in FFSL. Therefore, it is submitted by NVPL that the present shareholders and directors of NVPL have nothing to do with the transaction in the shares of FFSL, as the erstwhile directors and shareholders were responsible for alleged violation relating to the scrip of FFSL. In this regard, I am of the view that, it is well known that the company is a separate legal entity other than the directors. The alleged contravention of the provisions of SAST Regulations, 1997 is against NVPL and not against the management of NVPL whether present or erstwhile. Therefore, the change of management does not have effect on the statutory liability such as liability to make open offer/public announcement, which is to be discharged by NVPL / the Company in its legal capacity as separate entity. Hence, I find that NVPL along with other acquirers namely BPJ, Ruhi, Mala, SNPL, AMPL, RSPL, OIPL and BPJHPL are Persons Acting in Concerts and had agreed to acquire 58.08% shares of FFSL. 65.6. I find that RSPL and OIPL along with other acquirers namely BPJ, Ruhi, Mala, SNP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eged in the SCN? 69. It is noted that in the previous issues it is already established that all the Noticees except (BPJ-HUF) were acquirers along with persons acting in concert and had agreed / decided to acquire 21,76,650 equity shares (58.08%) of FFSL and control over management of FFSL. 70. As per regulation 10 read with regulation 14(1) of SAST Regulations, 1997 an acquirer along with persons acting in concert, can acquire shares of any listed company which taken together with shares or voting rights, if any, held by them previously, would entitle them to exercise voting rights in excess of 15%, only if such acquirer makes a public announcement of offer to acquire shares of such company in accordance with the relevant provisions of the SAST Regulations. Such Public announcement would have to be made by the merchant banker appointed by the acquirer within four working days of entering into an agreement for acquisition of / deciding to acquire shares or voting rights exceeding the 15 percent threshold limit. In the instant matter, Noticees (except BPJ-HUF), who had agreed / decided to acquire more that 15% shares of FFSL (i.e. agreed to acquire 58.08% shareholding of FFS ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of Regulations 10 and 12 of SAST Regulations, 1997 and Section 12A(f) of SEBI Act, 1992 against Noticees (except BPJHUF) stands established. 74. With regard to BPJ-HUF, I note that in previous issues it is already established that BPJHUF was not the part of the MOU and on May 27, 2010 BPJ-HUF did not have any agreement / decision / intention to acquire the shares of FFSL and control over FFSL. Further, on May 27, 2010, BPJ-HUF was neither the acquirer nor person acting in concert for the acquisition of 21,76,650 equity shares (58.08%) of FFSL and control over FFSL. Hence, I am of the view that BPJ-HUF had not violated the provisions of Regulations 10 and 12 of SAST Regulations, 1997. Thus, the allegation for the violation of the provisions of Regulations 10 and 12 of SAST Regulations, 1997 and Section 12A(f) of SEBI Act, 1992 against BPJ-HUF does not stand established. ISSUE No. 5: If issue No. 4 is determined in the affirmative, then what directions should be issued against the Noticees? 75. I note that Regulations 10 and 12 of the SAST Regulations, 1997 whose violation has been alleged in the SCN itself spells out the consequences of the trigger of the sai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... areholding through stock exchange. I note that one of the primary objects of the SAST Regulation, 1997 is to provide an exit route to the public shareholders when there is substantial acquisition of shares at the price determined as per SAST Regulation, 1997. In the instant matter, I find that Noticees (except BPJ-HUF), had agreed / decided to acquire more that 15% shares and control of FFSL (i.e. agreed to acquire 58.08% shareholding of FFSL) on May 27, 2010 (i.e. during the period when the scrip was suspended) and had failed to make an public announcement of open offer as per the provisions of SAST Regulation, 1997, thus, had deprived the shareholders of their right to exit from the company / FFSL at the price determined as per the SAST Regulation, 1997. Therefore, the fact that the scrip is under suspension further strengthens the case that in the interest of shareholders / investors, it is fit case to direct the Noticees (except BPJ-HUF) to make a public announcement of open offer. 78. Further, with regard to the interest on delayed open offer, Hon ble Supreme Court in the case of Clariant International Limited and another vs. SEBI [Appeal (Civil) No. 3183/2003] dated August ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion 44 read with regulation 45 of the SAST Regulations, 1997 provided for consequences of breach thereof. The guiding principles for the directions as provided in these regulations are the interest of the investors and securities market which are the statutory guiding principles as inbuilt in the SEBI Act and the SAST Regulations, 1997. In the facts and circumstances of the present case discussed hereinabove, I do not find any reason to deviate from the normal rule to make a public announcement to acquire shares of FFSL in accordance with the provisions of SAST Regulations, 1997, and issue any other direction as envisaged in regulation 44 of SAST Regulations, 1997. 80. I also note that the Noticees (except BPJ-HUF) are required to make the public announcement within a period of 4 working days from date of MOU dated May 27, 2010 in accordance with the SAST Regulations, 1997 and are required to complete all related activities and formalities with respect to the public announcement and open offer, within the timelines specified therein. Therefore, I am of the view that since the public announcement now would provide a delayed exit opportunity to the shareholders of the target comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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