sebi:WTM/PS/12/CFD-DCR/MAY/2014
Facts / Headnote
Representation dated March 15, 2014 filed by Mr. Arun Goenka disposed of; interest payable only to original shareholders who held shares on trigger date and continued to hold till tendering in the offer.
Provisions invoked
- s. 24
Regulations relied on
- SEBI (SAST) Regulations, 1997 — 10
- SEBI (SAST) Regulations, 1997 — 20
- SEBI (SAST) Regulations, 1997 — 22(12)
- SEBI (SAST) Regulations, 1997 — 44(i)
Holding
The representation was disposed of holding that interest on delayed payment of consideration in the open offer is payable only to original shareholders who held shares of the target company on the trigger date (July 22, 2005) and continued to hold them till tendering in the offer, consistent with the Supreme Court's Clariant judgment. Neither regulation 44(i) nor regulation 22(12) was held applicable to the facts of this case, and no penalty was levied.
Full text
Page 2 of 26 "After the matter was argued for some time, appellant in person states that he would not press the present appeal as well as Miscellaneous Application No. 33 of 2014 and that he would file fresh representation before Securities and Exchange Board of India (“SEBI” for short) exhaustively dealing all contentions including the issues relating to events that took place subsequent to January 23, 2014 within a period of two weeks from today. If such representation is made SEBI would consider the same and pass appropriate order on merits and in accordance with law within a period of 6 weeks from today." [Emphasis supplied]
Page 3 of 26 (iii) Nirma Industries Limited was subsequently converted into a private limited company and the name changed to Nirma Industries Private Limited ("NIPL"). Nirma Chemical Works Limited was also converted into a private limited company and the name was changed to Nirma Chemical Works Private Limited ("NCWPL"). For sake of convenience, NIPL and NCWPL shall together be referred as “the Acquirers”.
Page 4 of 26 (c) The important terms of the subscription agreements entered into by the Issuer Companies with NIPL were :
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Source: SecMarx — sebi:WTM/PS/12/CFD-DCR/MAY/2014. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.