controlled by the Appellant, the three
companies were related parties in terms of AS-18 as the same were squarely covered
by the definition ... Companies Act, 1956, but has
also applied the definition of 'Control' as given in the Substantial Acquisition of
Shares and Takeovers Regulations
company cannot amount to
control. "Control" here, as contrasted with
"management", means de facto control of actual
management or policy decisions ... expression "control"
denotes only positive control and further the word "control" as
contrasted with management means de facto control of actual
expression control in regulation 2(c) control, shall include the right to appoint majority of the directors or to control the management or policy decisions ... submitted that the definition is an inclusive definition, which enables SEBI to ascertain as to the nature of control, by enquiry. In this context
Sms Holdings Pvt. Ltd. vs Securities And Exchange Board Of India ... on 27 October, 2003
definition of the target company, Shri Kinikar stated that what the definition contemplates is that there could be either a target company of which control ... control over a company, however, such control be exercised - directly or indirectly - must be covered under the regulations and the present definition of 'acquirer
debarred from acquiring shares in the company. In this context definition of control provided in the regulation is required to be looked into ... voting rights in the target company or control over the target company. Second part of the definition enumerates certain categories of persons who are deemed
control over Technip.
3.2.23.It is submitted that the definition of control under regulation 2 (1)(c) includes the right to appoint ... voting agreements or in any other manner. Determination of control, in terms of the aforesaid definition, is a question of fact and therefore, the allegation
joint
control particularly where such persons in joint control acquired shares as persons
acting in concert for the purposes of exercising joint control over ... change in control of management nor shall
any change in the nature and quantum of control amongst them constitute change in
control of management. Learned
management or policy decisions by
various means referred to in the definition. This control of management or policy
decisions could be by virtue of shareholding ... power or authority to manage,
direct, or oversee."
Control, according to the definition, is a proactive and not a reactive power
legally, was untenable. SEBI has merely held that to fall within the definition of an acquirer in Regulation 2 (1)(b) it was not necessary ... Appellants had agreed to acquire the shares/control of the Target Company. He referred to the definition of the following expressions viz. Agreement, Baseline Date
