A. R. DAHIYA versus SEBI

A. R. DAHIYA versus SEBI

The appellant was required to disclose the buy-back transaction with HSIDC and the price paid for the shares in the public announcement under Regulations 16 and 20. The post-dated cheques issued in consideration for the buy-back amounted to an acquisition, regardless of subsequent dishonour. The transaction triggered disclosure obligations and the SEBI order directing a fresh public announcement at the higher buy-back price was upheld.

Parties
Appellant: A. R. Dahiya; Respondent: SEBI
Jurisdiction
India
Judgment Date
26 November 2015
Procedural Posture
Civil Appeal / Appeal From Securities Appellate Tribunal Judgment Dated 19.04.2006
Outcome
Appeal dismissed
Legal Topics
Takeover Regulations, Disclosure Obligations, Acquisition of Shares, Buy Back Arrangements
Securities Law Corporate Law Takeover Regulations Disclosure Obligations Acquisition of Shares Buy Back Arrangements

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Parties

A. R. Dahiya

Appellant

SEBI

Respondent

Procedural Posture

Civil Appeal / Appeal From Securities Appellate Tribunal Judgment Dated 19.04.2006

Legal Issues

  1. 1 Whether the buy-back transaction of shares between appellant and HSIDC required disclosure in the public announcement under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
  2. 2 Whether dishonouring of post-dated cheques negates acquisition of shares under SEBI Regulations

Ratio Decidendi

The appellant was required to disclose the buy-back transaction with HSIDC and the price paid for the shares in the public announcement under Regulations 16 and 20. The post-dated cheques issued in consideration for the buy-back amounted to an acquisition, regardless of subsequent dishonour. The transaction triggered disclosure obligations and the SEBI order directing a fresh public announcement at the higher buy-back price was upheld.

Court Disposition

Appeal dismissed

Orders

  • SEBI's order dated 1.8.2003 requiring appellant to make a fresh public announcement and offer to shareholders at Rs. 23.75 per share along with interest at 15% per annum is upheld.