This agreement was entered into in England and by virtue thereof all the shares of UBL were registered in the name of Burren on the same day itself i.e. 14th February, 2005.
A penalty of Rs.25 lakhs has been imposed on each on the respondents herein for the aforesaid violation.
Such public announcement in the form of a public offer for sale purchase of 20 of the shares of the target companypany at a determined price of Rs.92.41 per fully paid up equity share was made on 15th February, 2005 by Burren and UBL acting as a person acting in companycert.
Admittedly, UBL did number carry out any business activity but, at the relevant time, held 26.01 of the issued share capital of Hindustan Oil Exploration Co. Ltd. hereinafter referred to as the target companypany .
Burren entered into a share purchase agreement with UIC on 14th February, 2005 to acquire the entire equity share capital of UBL.
The shares of the aforesaid UBL were acquired in September, 1996 by one Unocal International Corporation for short UIC incorporated in California in USA.
In an appropriate situation a Memorandum of Understanding may also include a companycluded agreement between the parties.
The relevant facts are number in dispute.
Aggrieved by the aforesaid reversal, Securities Exchange Board of India hereinafter referred to as SEBI is in appeal before us.
Burren was formed to acquire the entire of the equity share capital of one Unocal Bharat Limited hereinafter referred to as UBL , incorporated in Mauritius in July, 1996.
The first respondent herein Burren Energy India Ltd. hereinafter referred to as Burren was incorporated in December, 2004 under the laws of England and Wales with its registered office in London.
As the acquisition was beyond the stipulated 15 of the equity share capital of the target companypany the Regulations got attracted making it obligatory on the part of Burren to make a public announcement in accordance with the Regulations.
RANJAN GOGOI, J. The challenge in this appeal is to an order of the learned Securities Appellate Tribunal, Mumbai hereinafter referred to as the Tribunal reversing the order of the Adjudicating Officer dated 25th August, 2006 holding the respondents guilty of companytravening the provisions of Regulation 22 7 of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 1997 hereinafter referred to as the Regulations .
On account of this transformation Burren came to hold 26.01 of the share capital in the target companypany.
