TaxTMI 
TaxTMI 
2015 (12) TMI 1246
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.... the said company were suspended by the Bombay Stock Exchange (BSE for short) on January 7, 2002 due to non compliance of various clauses in the Listing Agreement and for nonpayment of listing fees. (b) On April 10, 2012 the appellant made disclosures under Regulation 8(3) of the Takeover Regulations, 1997 for the financial years ended 31.3.1998 to 31.3.2011 and also complied with various requirements of listing agreement. (c) In view of the appellant company complying with all the requirements of the listing Agreements and also the requirements of Takeover Regulations (though belatedly) the suspension in the trading of the securities of the appellant company was revoked by the BSE on November 21, 2012. (d) On March 11, 2013, Tigerstone Trading Private Limited (acquirer for short) entered into a share purchase agreement with the promoters of the appellant company for acquiring the shares of the appellant company. Since the shares sought to be acquired by the acquirer were in excess of the threshold limit, public announcement for the open offer were made as contemplated in the Takeover Regulations, 2011. On successful completion of the open offer the shares were transferred to....
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....closure filed by the target company and/or the promoter of the target company. In the absence of any change in the shareholding, appellant was not obliged to make disclosures under Regulation 8(3) of Takeover Regulations, 1997. (d) Obligation to make disclosure under Regulation 8(3) and obligation to maintain a register in the specified format under Regulation 8(4) of the Takeover Regulation, 1997 are obligations consequential to Regulation 8(1) and 8(2). It is only when information is received under Regulation 8(1) and 8(2), obligation is cast on the target company to make disclosures under Regulation 8(3). Since no information was received, there was no obligation cast on the appellant to make disclosures under Regulation 8(3) of Takeover Regulations, 1997. (e) Relying on a decision of the Apex Court in the case of Reserve Bank of India vs. Peerless General Finance and Investment Company Ltd. reported in AIR 1987 SC 1023 it is submitted on behalf of the appellant that regulation 8(3) must be construed on the basis of the words used in that Regulation and it would be impermissible to construe that regulation by adding or omitting any words used in that regulation. It is submit....
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....k exchange, shall within 30 days from the financial year ending March 31, as well as the record date of the company for the purposes of declaration of dividend, make yearly disclosures to all the stock exchanges on which the shares of the company are listed, the changes, if any, in respect of the holdings of the persons referred to under subregulation (1) and also holdings of promoters or person(s) having control over the company as on 31st March. (4) Every company whose shares are listed on a stock exchange shall maintain a register in the specified format to record the information received under subregulation( 3) of Regulation 6, sub-regulation (1) of Regulation 7 and subregulation (2) of Regulation 8". 6 6. Regulation 8(1) and 8(2) deal with the obligation cast on the persons holding shares of the Target company in excess of the prescribed limits and by promoters/persons holding control over the company to make annual disclosures regarding their shareholding in the Target Company to the Target Company within the time stipulated therein. Regulation 8(3) deals with the obligation cast on the Target Company to make annual disclosures to all the stock exchanges in which the share....
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.... requires that yearly disclosures should be made by the company to the stock exchanges, it would not be proper to hold that under Regulation 8(3) disclosures have to be made only if there are changes in the shareholding of the persons/promoters set out under Regulations 8(1) and 8(2). Accepting such a contention advanced on behalf of the appellant would be contrary to the words expressly used under Regulation 8(3). 9. It is relevant to note that the obligation to make yearly disclosures is a continual obligation and not a conditional obligation. Regulation 8(3) provides that every listed company shall make yearly disclosures to all the stock exchanges on which the shares of the company are listed and thereafter uses the words 'the changes, if any' which obviously means that not merely the shareholding as on the last day of current financial year but also the difference between the shareholding as on the last day of the previous financial year and as on the last day of the current financial year has to be disclosed to the stock exchanges so that the investors are made aware about the change in the shareholding of the company, if any. Fact that there are no changes in the shareholdi....