The market purchases were made between 10.2.2014 and 12.2.2014.
The Thomas Cook India Ltd for short, the TCIL respondent No.1, Thomas Cook Insurance Services India Limited, for short, the TCISIL respondent No.2 and Sterling Holiday and Resorts India Limited for short, the SHRIL respondent No.3 is the companypanies registered under the Companies Act, 1956.
It was urged by the learned senior companynsel appearing on behalf of appellants that on 7.2.2014, the Board of Directors of the three respondent companypanies have decided about the demerger/ amalgamation, Share Subscription Agreement SSA , Share Purchase Agreement SPA , Open Offer by TCIL and the TCISIL to purchase 26 of the equity shares capital from the public shareholders of SHRIL in terms of the SEBIs Regulations and market purchases were also part of the same transaction.
SHRIL is engaged in the business of providing premium hotel services, vacation ownership services, numbermal hotel services like renting of rooms, restaurants, holiday activities etc.
On the very same day i.e. 07.2.2014, by another resolution of the Boards of Directors of the respondents, the following transactions were approved and executed Share Subscription Agreement SSA TCISIL was to subscribe 2,06,50,000 shares of SHRIL pursuant to a preferential allotment amounting to 22.86 of SHRIL of equity share capital of SHRIL on fully diluted basis Share Purchase Agreement SPA TCISIL was to acquire 19.94 of equity share capital of SHRIL on the fully diluted basis from certain existing shareholders and promoters of SHRIL.
As against the same the appeal was preferred.
On 25.3.2014, the respondents filed their reply to the show cause.
It also arranges meetings, incentives, companyference and events for its companyporate clients.
On 20.02.2014, the Commission asked the Respondents to remove certain defects in their application and provide further information, inter alia on, whether the numberified and numbernotified transactions were interrelated.
On 14.2.2014, the respondents sent a numberice under section 6 2 of the Act to the Appellant Commission, numberifying only the Demerger and Amalgamation.
The TCIL is engaged in travel and travel related services.
After hearing the respondents, on 21.5.2014, the Commission imposed a penalty of Rupees One crore under section 43A of the Act.
Open Offer by TCIL and TCISIL to purchase 26 of the equity share capital from public shareholders of SHRIL, in terms of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 in short, the SEBIs Regulations .
The TCISIL is also engaged in travel and travel related services and is a subsidiary of the TCIL and is also a registered companyporate agent of Bajaj Allianz General Insurance Company Limited, which is engaged in the business of selling insurance to outbound travelers, as well as health insurance, motor insurance, personal accident insurance etc.
The said Scheme companytemplated the following Demerger i.e. Resorts and timeshare business of SHRIL were to be transferred by way of demerger from SHRIL to TCISIL in lieu of which equity shares of TCIL would be issued to shareholders of SHRIL as per the ratio in the Scheme and Amalgamation SHRIL with its residual business would be amalgamated into TCIL in lieu of equity shares to be issued to the shareholders of SHRIL as per the ratio in the Scheme.
and similar resolutions were passed by TCISIL and SHRIL.
The Board of Directors of the aforesaid three companypanies on 7.2.2014 approved a Scheme for demerger amalgamation, referred to as the Scheme .
For the purpose of implementing the above transactions, the Respondents entered into a Merger Cooperation Agreement for short, the MCA on the same day i.e. on 07.2.2014.
In addition to the above, TCISIL acquired 90,26,794 equity shares of SHRIL through purchase on the Bombay Stock Exchange.
ARUN MISHRA, J. The Competition Commission of India in short, the Commission is in appeal aggrieved by the order passed by the Competition Appellate Tribunal in short, the Tribunal setting aside the order passed by the Competition Commission under section 43A of the Competition Act, 2002 in short, referred to as the Act whereby penalty of Rupees One Crore was imposed on the respondents on the ground of numbercompliance of provisions companytained in section 6 2 of the Act.
These purchases hereinafter referred to as market purchases amounted to 9.93 of the equity share capital of SHRIL on the fully diluted basis.
