TaxTMI 
TaxTMI 
2015 (6) TMI 946
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....he representation made by the appellant has held that the appellant is not entitled to interest on the amount received by the appellant towards shares of the Target Company sold by appellant to the acquirers in the offer which opened on January 16, 2014 and closed on January 16, 2014. Challenging that order present appeal is filed. 2. Facts relevant for the present appeal are:- a) Shree Rama Multi-Tech Ltd. ("Target Company" for convenience) is a company incorporated under the Companies Act, 1956. Shares of the Target Company are listed on the Bombay Stock Exchange ("BSE") and The National Stock Exchange of India Ltd. ("NSE"). b) Three closely held unlisted companies belonging to promoter group of the target company namely East-West Poly....
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.... to make a public announcement for acquiring the shares. f) Accordingly, on July 25, 2005 the acquirers made a public announcement in terms of regulation 10 of the Takeover Regulations, 1997. g) On August 8, 2005 the acquirers submitted draft letter of offer to SEBI for its comments. h) On April 26, 2006 SEBI offered its comments on the draft letter of offer, wherein the acquirers/their merchant banker were called upon to incorporate certain additional factors in the letter of offer. i) Instead of making public offer by incorporating the comments made by SEBI, the acquirers on September 22, 2006 sought withdrawal of their open offer on ground that they have discovered fraudulent embezzlement of funds in the Target Company. j) By its let....
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.... 2002 and no distinction can be made between the shareholders. n) Since SEBI on January 2, 2014 offered its comments on the revised letter of offer without deciding the objections raised by the appellant, the appellant filed Appeal No. 19, 2014 before this Tribunal, inter alia challenging the SEBI's comments dated January 2, 2014. o) On March 4, 2014 this Tribunal disposed of the said Appeal No. 19 of 2014 with a direction to the appellant to make fresh representation before SEBI and directed SEBI to pass appropriate order on merits on the said representation within the time stipulated therein. p) Accordingly appellant made fresh representation of his grievances on March 15, 2014 and after hearing the appellant, WTM of SEBI by impugned o....
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....e no difference to the case of the appellant, because, admittedly appellant has acquired shares of the Target Company after July 22, 2005. In any event, language of regulation 10 makes it abundantly clear that the said regulation gets triggered only when acquisition of shares entitles such acquirer to exercise 15% or more of the voting rights of the Company. When shares were pledged, on March 22, 2002, shares being not transferred, appellant was not entitled to voting rights and hence March 22, 2002, could not be considered as the date on which regulation 10 of Takeover Regulations, 1997 got triggered. It is only on July 22, 2005 when the shares were transferred acquirer became entitled to exercise 15% or more of the voting rights on accoun....