2011 (6) TMI 730

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....12,77,292 shares of Foseco India Ltd., which is 20% of the voting shares capital of Foseco India Ltd., with a further direction to SEBI to refix the date of reference for the purpose of fixation of offer price. 2. I have heard Ms M Hazarika, learned senior counsel assisted by Ms A Ajitsaria, learned counsel for the petitioner as well as Mr. M Bhuyan, learned counsel appearing for the respondent Nos. 1 and 2. The other respondents are not represented despite service of notice. 3. Ms Hazarika, learned senior counsel for the petitioner challenging the decision of SEBI in fixing 12.7.2001 as the reference date for the purpose of fixation of offer price has submitted that the same is contrary to Regulation 20 of the Securities and Exchange Boa....

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....ure 1 to the writ petition). 4. Mr. Bhuyan, learned counsel appearing for the respondent Nos. 1 and 2 on the other hand has submitted that SEBI has rightly fixed the date of reference as required under Regulation 20 of the 1997 Regulation, which was informed to the acquirer vide communication dated 17.10.2001 and accordingly public announcement as required under Regulation 10 and 12 of the 1997 Regulation was issued at offer price of ₹ 69.05 per share for the purpose of acquisition of fully paid up equity share capital representing 20% of the voting share capital. It has also been submitted that pursuant to such offer the share holders agreed to sell 5,41,560 shares and accordingly the said shares were acquired by Foseco (UK) Ltd., w....

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....tarting from 15.11.2001 till the date of payment i.e. 2.3.2002. In the said public announcement it has also been made clear that the maximum interest payable for the aforesaid period amounts to 3.04 per share and as such ₹ 72.09 was the aggregate offer price per fully paid up shares. It is evident from the said public announcement that 12,77,292 fully paid up equity shares represent 20% voting share capital. It is not in dispute that pursuant to the said public announcement made 5,41,560 shares of Foseco India Ltd., were acquired by Foseco (UK) Ltd., which represented 8.48% of the voting share capital by Foseco India Ltd. 7. Regulation 10 of the 1997 Regulation, as amended on 28.10.1998 provides that no acquirer shall acquire shares ....