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13. The respondent made various complaints to SEBI alleging that 7,00,000 warrants issued by the appellant company to its promoters were in violation of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, (hereinafter referred to as the 'Takeover Regulations'), Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (hereinafter referred to as the 'DIP Guidelines'), Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Markets) Regulations, 2003, (hereinafter referred to as the 'PFUTP Regulations'), The Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the 'SCRA'), SEBI Act and Listing Agreement with BSE.

4. This is in clear violation of Regulation 11 of the SEBI Takeover Code which prohibits any acquirer who, together with persons acting in concert with him, acquires additional shares or voting rights entitling him to exercise more than 5% of the voting rights in any financial year, from making such acquisition without making a public announcement in terms of the SEBI Takeover Code. The Promoters/Promoter Group/PAC have in the instant case not made the public announcement. It is pertinent to note that under the definition of "shares" in the SEBI Takeover Code, the same would include warrants which have underlying shares.

5. Moreover, it is brought to your notice that the issuance of warrants on 30.11.2007 is also in violation of Regulation 23 of the Takeover Code. On 19.11.2007 Our Client had made a Public Announcement in terms of Regulations 10 and 14(1) of the SEBI Takeover Code. The Offer Price as it stands today is Rs. 120/- per share as notified on 29.11.2007. Regulation 23(1)(b) clearly states that the board of directors of the target company shall not, during the offer period issue or allot any authorized but unissued securities carrying voting rights. The date of closure of the Offer made by Our Client is 24.01.2007. However, as stated above, the Company has proceed to allot 7 lakh share warrants, the warrant holders have paid for and exercised their option to receive the underlying equity shares, the Company has further approached the Bombay Stock Exchange for approval to issue and list the first batch of underlying shares. The issuance of warrants as well as the proposal to issue the underlying equity shares is a dear violation on the part of the Company of Regulation 23.

21. Aggrieved by the decision of SEBI, the respondent preferred an appeal (Appeal no.86/2011) before SAT on the ground that SEBI has failed to investigate and examine the violations of the DIP Guidelines, Takeover Regulations, PFUTP Regulations and the provisions of the SEBI Act. A preliminary objection was raised by the appellant with regard to the maintainability of the said appeal. SAT decided the preliminary objection in favour of the appellant and by an order dated 25.04.2012, dismissed the said appeal on the ground that the order dated 31.03.2011 does not adversely affect the rights of the respondent and is not an appealable order within the meaning of Section 15T of the SEBI Act. SAT also observed that the respondent was not remediless as respondent was pursuing its remedies before the CLB.