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3. Procedure for acceptance by unregistered shareholders, and persons who have sent their shares for demat/transfer. Incorporate suitable disclosures regarding the instructions in paras 7.12 and 7.13 of the draft letter of offer regarding things to be ensured by persons who have sent the shares for transfer or demat.

4. Documents can be sent by registered post to ........as mentioned in para 7.1 of the draft letter of offer.

III Miscellaneous

1. You shall submit 5 hard copies and a soft copy (on 1.44 MB floppy disk in HTML format) of the printed offer document incorporating the above mentioned changes for the purpose of our records and for making the same available at our web suite respectively, atleast 5 days before the issue opening date The soft copy shall be accompanied with the duly filled in checklist. In one of the hard copies of printed offer document, the above mentioned changes should be duly highlighted It shall also be certified that contents of soft copy are exactly identical as that of printed offer document. The covering letter should specify how each of our comments mentioned in this letter have been dealt with, giving reference to the relevant page nos. of printed offer document. Also indicate the market prices (opening and closing prices) of shares of Target company, if traded on date of PA (Indicate name of stock exchange (s) also).

Please note that failure to carry out the suggested changes in the offer document as well as violation of provisions of the Regulations would entail appropriate action. Please ensure and confirm that apart from above, no other changes are carried out in the draft offer document submitted to us.

Yours faithfully, Sd/-      

Ruchi Chojer Asstt. General Manager"

4. The Appellants claiming to be aggrieved by the communication referred to above have filed the present appeals. Though the substantive prayer in these appeals is to set aside the "impugned order" dated 18.10.2002 they have prayed for an interim order staying the open offer by Bayer, pending disposal of the appeals.
6. Shri Janak Dwarkadas., learned senior Counsel appearing for Bayer submitted that in terms of section 15T of the Securities and Exchange Board of India Act, 1992 (the Act) only an order made by SEBI or Adjudicating Officer is appealable to the Tribunal and that the right of appeal is available only to the person aggrieved by such an order. He also referred to regulation 46 of the 1997 Regulations and submitted that as per the said regulation 'any person being aggrieved by an order of the Board" under the Regulations is entitled to prefer an appeal. Learned senior Counsel submitted that the prerequisite to file an appeal in terms of section 15T and regulation 46 is the existence of an order, that what is under challenge in the present appeals is a letter dated 18.10.2002 from an Assistant Manager of SEBI, to the merchant banker conveying in terms of the proviso to regulation 18(2), the comments of SEBI on the draft letter of offer for the proposed public offer for the acquisition of 32.92% of the equity share capital of the target company, that the said letter is neither an order as envisaged under the Act or the 1997 Regulations, nor does it purport to be an order issued by SEBI.. Learned senior Counsel submitted that Chapter V of the Regulations provides for various orders that may be passed by SEBI to the concerned party in the interest of the securities market or for protection of interest of investors. In this context he referred to the impugned letter dated 18.10.2002 and stated that in terms of the first proviso to regulation 18(2) on receipt of the draft letter of offer all that SEBI required to do is to specify changes, if any, required in the letter of offer and there is no requirement of passing any "order". He submitted that the impugned communication only conveys the comments of SEBI. In this context he referred to the following portion in the said communication that "In terms of regulation 18(2) we convey our comments on the draft letter of offer for the proposed offer as under, which shall be incorporated in the letter of offer" and stated that thus SEBI had only conveyed its 'comments on the draft letter of offer'. He also referred to para 7 of the communication in support of his contention wherein it has been stated that "while stating that the criterion of negotiated price is "not applicable" make suitable disclosures". He also referred to the concluding portion of the letter and stated that the merchant banker was only 'requested' to carry out the changes in the draft offer document, that from the tenor of the letter it is clear that it is not an order as envisaged under section 15T or under regulation 46.