TaxTMI 
TaxTMI 
2026 (8) TMI 863
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.... the Respondent No.3) ORDER Per: Justice P.S. Dinesh Kumar, Presiding Officer This appeal is filed with a prayer inter alia to set aside SEBI's (Securities and Exchange Board of India) order dated July 2, 2025 dismissing appellant's complaint filed on the SCORES platform (Securities and Exchange Board of India Complaint Redress System) and to direct respondent No.3 to make appropriate disclosure under SEBI (LODR) Regulations, 2015 (Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) regarding termination of SPA (Share Purchase Agreement). 2. We have heard Shri Pesi Modi, learned Senior Advocate for the appellants and Shri Vishal Kanade, learned Advocate for the respondent. 3. Brief facts of the case are, on November 13, 2024, Tanzania Bottling Company S.A. ('TBC' for short) entered into a share purchase agreement where under respondent No.3 (Varun Beverages Limited 'VBL' for short ) had agreed to acquire 100% shares in SBC Tanzania Limited, a wholly owned subsidiary of TBC. 4. On December 11, 2024, VBL made disclosures of those transactions and the same was webhosted on exchange websites. 5. On March 27, 2....
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....rminated. 7. Shri Pesi Modi, learned Senior Advocate for TBC submitted that based on misleading disclosure by VBL, which was on the website of stock exchanges, the Tanzania Revenue Authority contended that TBC was liable to pay capital gains tax and initiated enforcement action including freezing of TBC's accounts and TBC was compelled to pay USD 4.26 Million to Tanzania Revenue Authority. He submitted that TBC wrote to VBL requesting VBL to issue a formal letter confirming the termination of SPA, so that it could take up the matter with Tanzania Revenue Authority and it is not issued. On April 30, 2025, VBL has made a disclosure to the stock exchanges stating that VBL's board had approved 'unaudited financial results of VBL for the quarter ended 31.3.2025.' In note No.9 appended to the financial results, VBL has admitted termination of the SPA. Despite such admission, VBL has failed to disclose the termination as 'material and price sensitive event' as required under the LODR Regulations. 8. He further submitted that TBC had lodged a complaint on SEBI-SCORES (Securities and Exchange Board of India Complaint Redress System) platform complaining that TBC had not made disclosur....
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....e board meeting approving the SPA between TBC and VBL. The said disclosure is also filed by the appellant as Exhibit-D to the memorandum of appeal. We have perused the same and it reads as follows: "VARUN BEVERAGES LIMITED Corporate Off: Plot No.31, Institutional Area, Sec.-44, Gurgaon, Haryana-122002 (India) Ph.:-91-124-4643100-500 Fax:+91-124-4643303/04 Visit us at: www.varunbeverages.com E-mail: [email protected] CIN No.174899DL 1995PLC069839 Visit us at: www.varunbeverages.com November 12, 2024 To National Stock Exchange of India Ltd. Exchange Plaza, Block G, C/1, Bandra Kurla Complex, Bandra (E), Mumbai-400051 Email: [email protected] Symbol: VBL BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Email: [email protected] Security Code: 540180 Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Outcome of the Board Meeting Dear Sir/Madam, The Board of Directors of Varun Beverages Limited ("Company") at their meeting held today (started at 4:45 P.M. and concluded at 5:20 P.M.) inter-....
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..... Exchange Plaza, Block G, C/1, Bandra Kurla Complex, Bandra (E), Mumbai-400 051 Email: [email protected] Symbol: VBL BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Email: [email protected] Security Code: 540180 Subject: Outcome of the Board Meeting & Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, The Board of Directors at their meeting held today (started at 11:00 A.M. and concluded a 11:45 A.M.) inter-alia considered and approved the following: (1) The Unaudited Financial Results of the Company (Standalone and Consolidated) for the Quarter ended March 31, 2025 (Copy of the same along-with Limited Review Report issued by M/s. O P Bagla & Co. LLP and M/s. J C Bhalla & Co., Chartered Accountants, Join Statutory Auditors of the Company, with unmodified opinion are attached and the same are being uploaded on website of the Company). (ii) The payment of interim dividend of Rs. 0.50 (Fifty Paisa only) per Equity Share for the Financial Year 2025 on the total issued, subscribed and paid-up 338,18,65,692 Equit....