Metex Marketing Pvt. Ltd.

SAT-appeal

• The promoter group allegedly acted in concert and increased collective shareholding in KBPL from 12.77% to 25.20%, crossing the 15% threshold under Regulation 10 without making the required public announcement.
  Appeals challenged the common WTM order dated 9 March 2016 · WTM direction required appellants jointly and severally to make a public announcement for acquisition of shares
  Appeal: Appeal Nos. 92, 93, 94, 95 and 96 of 2016 were heard on 9 January 2019 and decided together on 4 June 2019; disposition is not included in the provided text.
• Promoter group via preferential warrant conversions collectively raised holding from 12.77% to 25.20% beyond 15% threshold without public announcement under Reg 10 of Takeover Regulations, 1997.
  WTM directed appellants jointly and severally to make public announcement to acquire shares per Takeover Regulations, 1997 · Pay consideration plus interest @10% p.a. from 23 March 2010 to date of payment to shareholders holding on violation date whose shares accepted, after dividend adjustment
  Appeal: Appeal Nos. 92, 93, 94, 95, 96 of 2016 against WTM order dated 9 March 2016; hearing 09.01.2019, decision 04.06.2019
• Promoter group of Koffee Break Pictures Ltd. collectively increased holding from 12.77% to 25.20% via warrant conversion beyond 15% threshold without public announcement under Regulation 10 and Chapter III of Takeover Regulations, 1997.
  Appellants jointly and severally to make public announcement to acquire shares per Takeover Regulations, 1997 · Pay consideration with interest @10% p.a. from 23 March 2010 to date of payment to shareholders holding shares on violation date whose shares accepted after dividend adjustment
• Takeover violation affirmed by SAT requiring delayed exit opportunity/public announcement to target company shareholders; dispute limited to offer price fixation.
  No specific direction to compel appellants to provide information to SEBI/Independent Valuer · SEBI itself has power to enforce Tribunal order and its own directions
  Appeal: Misc. Application No. 504 of 2019 in Appeal No. 95 of 2016 with Appeals 92,93,94,96 of 2016 disposed on 10.10.2019; main appeals decided 04.06.2019
• Warrant conversion raised promoter holding from 4.51% to 25.20% triggering Regulation 10 without public announcement under Regulation 14, plus non-compliance of WTM open-offer order dated 9 March 2016.
  Controversy held squarely covered by Tribunal decision in G.R.K. Reddy vs SEBI dated 17 October 2023 applying SEBI vs Sunil Krishna Khaitan
  Appeal: Misc. Application No.436 of 2023 and Appeal No.328 of 2023 heard 31.10.2023, decided 08.11.2023 challenging AO order dated 20.12.2022
• Promoter group collectively increased holding from 12.77% to 25.20% via warrant conversion, crossing 15% threshold under Reg 10 SAST 1997 without Chapter III public announcement.
  As per impugned WTM order: appellants jointly and severally to make public announcement per SAST 1997 · Pay consideration plus interest @10% p.a. from March 23, 2010 till payment to shareholders on violation date whose shares accepted after dividend adjustment
  Appeal: Appeal Nos. 92, 93, 94, 95, 96 of 2016 heard on 09.01.2019, decision dated 04.06.2019; operative SAT disposal not in excerpt