2012 (9) TMI 92

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....m Das, Adv. For Respondent : Mr. C.S. Aggarwal, Sr.Adv. Mr. Ambhoj Kumar Sinha, Adv. JUDGEMENT Heard learned counsel on both sides. Delay condoned. Leave granted. The question which arises for determination in this civil appeal filed by the Department is as follows: "Whether the sum of Rs.75,00,000/- received by the assessee as compensation from M/s. Jenson and Nicholson Limit....

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.... Board of India [`SEBI', for short]. Consequently, the respondent became entitled to takeover M/s. Jenson and Nicholson Limited by virtue of allotment of the said shares. Under the said Takeover Code, as it then stood, the respondent acquired the right to make an Open Offer to the other shareholders of M/s. Jenson and Nicholson Limited for acquiring at least twenty five per cent of the paid up sha....

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....id Memorandum of Settlement, the High Court passed a decree dated 1st September, 1998, allowing the consideration of settlement of Rs.75,00,000/-, which was received by the respondent from M/s. Jenson and Nicholson Limited for giving up the right of Takeover Code enacted by SEBI. The narrow question, which the Court is required to consider in this civil appeal is the nature of the compensation ....

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....Offer made by M/s. Jenson and Nicholson Limited; Resolution of the Board of Directors of the respondent when they applied for Fully Convertible Debentures; the terms and conditions on which the debentures were issued; the circumstances under which the debentures would get converted into shares; the pleadings in the suit; the Resolution of the Board of Directors of the respondent-Company when they ....