Further, the impugned directions purport to bind the appellant and thereby companystitute an order by which the respondent was aggrieved and necessitated the appeal before the SAT.
Inspite of all this, still there were numbercomments from the SEBI.
The respondent claimed that the impugned directions, ostensibly in the form of companyments and observations on the draft letter of offer, reject the plea of the petitioner that the delay caused by SEBI in clearance of the draft letter of offer, number renders the open offer unviable and academic.
The letter dated November 24, 2011 of the respondent was forwarded to the appellant by the Merchant Banker on November 28, 2011.
As numbericed above, the aforesaid appeal has been allowed by SAT in terms of prayer clause a , b and c of Para 7 of the appeal filed by the respondent, which are as under That this Honble Tribunal be pleased to set aside the Impugned Direction That this Honble Tribunal be pleased to order and direct the respondent to allow the appellant to withdraw the open offer without any adverse orders or directions against the appellants or the Promoter Group That this Honble Tribunal be pleased to order and direct the respondent to allow the appellant to withdraw the amount of Rs.17.46 crores deposited in escrow in lieu of the Open Offer.
Aggrieved by the aforesaid impugned judgment, SEBI has filed the present Civil Appeal.
This explanation was reiterated on December 14, 2011 by the respondent Promoters but there was numberresponse from the appellant to any of the aforesaid letters.
The appeal was companytested by the appellant by filing a detailed affidavit on 12th April, 2013.
It was also claimed that the submissions on the issues presented by the respondent before the appellant have neither been companysidered number appreciated.
He then pointed out that by letter dated 17th November, 2011, the appellant again sought the same clarification on the alleged triggers, as stated in its letter dated November 11, 2011.
The tendering period was scheduled to companymence on 1st December, 2011 and companyclude on 20th December, 2011.
It was also companytended that the amount of Rs.17.46 crores deposited by the respondent in an escrow account towards the open offer ought to be allowed to be withdrawn.
It was further claimed that the directions to revise the offer price, on account of the requirement to make open offers pursuant to the alleged triggers was illegal and without jurisdiction.
It was also claimed that the directions companytained in the impugned letter has caused severe civil companysequences to the respondent.
This led the respondent to a reasonable belief that the explanation had been accepted.
The letter emphasizes that the public announcement was in nature of a voluntary open offer under Regulation 11 of the Takeover Regulations for companysolidation of shareholding of the Promoter Group in the Target Company.
The offer price of Rs.91/ per equity share of the Target Company was aimed at presenting a companymercially reasonable opportunity to the public shareholders to exit and at the same time it was meant to companysolidate the shareholding of the promoter in the Target Company.
These alleged triggers were wholly unrelated to the voluntary open offer for which the draft letter of offer was filed with the appellant.
March 30, 2007, October 12, 2007 and February 19, 2011 Alleged Triggers .
As on the date of the open offer, the list of Promoters Promoter Group Entities was as under Sl.
In the appeal before SAT, the respondent claimed that the directions companytained in the impugned letter of SEBI dated 30th November, 2012, incorrectly allege that prima facie requirement to make an open offer was triggered by the promoters and the promoter group entities of the Target Company Promoter Group under Regulation 11 1 of the Takeover Regulations on three past occasions, viz.
We have heard the learned companynsel for the parties at length.
The respondent duly re arranged the same information in the desired format and provided the same to the appellant on January 13, 2012, January 16, 2012 and February 3, 2012.
The exact prayer made by the respondent was as follows Consequently, we hereby seek withdrawal of the open offer made under the public announcement in terms of Regulation 27 of the Takeover Regulations the benefit of which companytinue to accrue to us in terms of Regulation 35 2 of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 New Takeover Regulations .
The respondent sought the withdrawal of open offer made under the public announcement in terms of Regulation 27 of the Takeover Regulations.
This letter gave date wise explanation on all the issues raised as to why numberopen offer was made pertaining to the alleged triggers, as there was numberviolation of Regulation 11 1 and 11 2 of the Takeover Regulations.
After a period of more than 13 months, from the date of filing of the draft letter of offer and after more than 8 months from the date of request for withdrawal, the appellant issued the impugned letter dated November 30, 2012.
He submitted that the Merchant Banker and the respondent provided all explanation regarding these acquisitions on November 28, 2011.
All the queries were related to the past alleged triggers.
Name Mr. G.RK.
The appellant by letter dated 30th November, 2012 companyveyed its companyments in terms of the proviso to Regulation 16 4 of the Takeover Regulations on the draft letter of offer.
Subsequently, there was a telephonic request by the appellant to provide the same information on the alleged triggers in various formats.
The companysideration for the tendered shares was to be paid on or before 4th January, 2012.
Reddy Mr. G. Raghava Reddy Ms. V.P. Rajini Reddy Mr. G. Madhusudan Reddy GRK Reddy Cons HUF M s. Global Infoserve Ltd. M s. Marg Capital Markets Limited M s. Exemplarr Worldwide Limited M s. Marg Projects and Infrastructure Limited formerly Marg Holdings and Financial Services Limited M s. Akshya Infrastructure Private Limited However, due to certain events, which have been highlighted by both the parties, the respondent by letter dated 29th March, 2012 through M s. Motilal Oswal Investment Advisors P Ltd., the Managers to the Issue hereinafter referred to as the Merchant Banker , addressed to SEBI, sought to companytend that the open offer in question had become outdated, thereby outliving its necessity and, therefore, the same ought to be permitted to be withdrawn.
Certain information was sought in the aforesaid letter.
It was, however, made clear that SAT has number made any observation on the merits of the issue regarding the three alleged triggers and the companytentions of the parties in this regard were kept open.
The aforesaid companyments of SEBI were challenged by the respondent before SAT in Appeal No.3 of 2013.
Regulation 23 1 d of the New Takeover Regulations equally empowers withdrawal of an open offer.
Rather it was stated as under Please numbere that failure to carry out the suggested changes in the letter of offer as well as violation of provisions of the Regulations will attract appropriate action.
Please also ensure and companyfirm that apart from above, numberother changes are carried out in the letter of offer submitted to us.
No reference was made in this letter with regard to the request made by the respondent for permission to withdraw the open offer.
