Securities Appellate Tribunal
C.A. Arun Goenka vs Siemens Diagnostics Holding Ii B.V. on 15 October, 2007
Equivalent citations: [2008]84SCL218(SAT)
ORDER
N.K. Sodhi, J. (Presiding Officer)
1. Section 15T of the Securities and Exchange Board of India Act, 1992 provides that any person aggrieved 'by an order of the Board' may prefer an appeal to the Securities Appellate Tribunal. This appeal deserves to be dismissed on the short ground that the Securities and Exchange Board of India (for short 'the Board') has not passed any order giving directions to the acquirers regarding payment of interest. Since no order has been passed, the appeal, in our view, is not maintainable.
2. Siemens Diagnostics Holding II B.V. and Siemens AG acting in concert with each other had acquired the shares of Bayer Diagnostics India Ltd. (the target company). On the acquisition of these shares, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short 'the Regulations') got triggered and the acquirers came out with a public offer to acquire further shares in accordance with the Regulations. The draft of the offer document was submitted to the Board to enable it to verify whether the necessary disclosures had been made therein. After the acquirers got the green signal from the Board, they proceeded with the public offer to make payment to the shareholders of the target company who had offered their shares.
3. It appears that there has been some delay on the part of the acquirers to make the payments within the stipulated period. Before the Board could issue any directions under the Regulations regarding payment of interest, the acquirers volunteered to pay interest to the shareholders at the rate of 10 per cent for the delayed period. In view of this voluntary act of the acquirers, the Board did not issue any directions and this fact was communicated to the appellant as per letter dated July 24, 2007. The appellant is a shareholder of the target company and feels aggrieved by the act of the acquirers in offering only 10 per cent interest for the delayed payment. He wants a higher rate of interest. Feeling aggrieved by this action he has filed the present appeal.
4. As already noticed earlier there is no order passed by the Board giving directions to the acquirers to pay interest on the delayed payments. In the absence of any such order, the present appeal is not maintainable and is accordingly dismissed. No costs.