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R.K.B.K. Fiscal Services Pvt. Ltd., ... vs Department Of Income Tax on 3 February, 2010 cites

Commissioner Of Income-Tax vs Mahadeo Ram Kumar on 4 August, 1986

II. As per share purchase agreement dated 28-01-06, 20 crore shares equal to 14.78% of the shares of M/s. GACL were transferred by promoters group in off market transaction at Rs.105/- per share. In the said agreement an implied understanding was there to ultimately confer on Holcim the control of the company by the ITA Nos.770-774/Kol/2010 41 promoters. This being so, as per SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997, Regulation-12 came in force and the requirement of the Regulation was complied with by the purchaser by making requisite public offer at Rs.90.64 per share. However, by the said open offer Holcim was able to get only .3,66,481 shares thereby holding less than 15% share of GACL as the close of the open offer. If control of the company was not handed over to Holcim, there was no need to comply with Regulations-12 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997. Even the shareholders' agreement dated 30-01-06 abundantly makes it clear that by agreement dated 28-01-06 controlling interest was transferred to Holcim III. The department has contended that the view expressed by the Hon'ble Jurisdictional High Court in the case of Mahadeo Ram Kumar (supra) and that of Maharani Usha Devi & Venkatesh (Minor) of Hon'ble Madras High Court are applicable in the facts of the case. SEBI Regulations 1997 has not changed the applicability of the above decisions in the present case. This view is not sustainable in law. Where specific provisions do not exist in the income-tax Act, in order to understand and interpret a transaction and legal rights flowing therefrom, it has to be interpreted and understood with reference to the other laws as applicable to the transaction.
Calcutta High Court Cites 14 - Cited by 2 - Full Document
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