SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997:
Regulation 27 read with Regulation 10 - Order of SEBI
rejecting request of appellant for withdrawal of offer to acquire
equity shares - Challenged for denial of oral hearing - Held:
Not being given an opportunity of oral hearing cannot always be equated to a situation, where no opportunity is given to a
party to submit an explanation at all - The entire material on
which the appellants were relying was placed before SEBI and
on its consideration the offer of the appellants was rejected -
Therefore, it cannot be said that the appellants have been in any manner prejudiced by the non-grant of the opportunity of
personal hearing - Further, neither the appellants nor their
Merchant Bankers requested for a personal hearing -
Administrative law - Natural justice - Personal hearing.
Regulation 27(1)(b)(c) and (d) - Rejection of request for withdrawal of offer to acquire equity shares - Held: Rejection
of request made by appellants for withdrawal from the public
offer or exemption under Regulation 27(1)(d) cannot be said
to be an order causing adverse civil consequences -
Appellants had made an informed business decision - Normally, the public offer once made can only be withdrawn
in exceptional circumstances as indicated Regulation 27(1)
(b), (c) and (d) - These sub-clauses are exceptions to the
general rule and, therefore, have to be construed very strictly
-Clauses (b) and fc) are within the same genus of impossibility - Clause (d) also being an exception to the
general rule would have to be construed in terms of clauses
(b) and (c) - Clause (d) would not permit SEBI to accept the
offer of withdrawal when it has become uneconomical for the
acquirer to perform the public offer - The meaning of terms
"such circumstances" from the realm of impossibility cannot
be stretched to the realm of economic undesirability -
Therefore, it cannot be said that the principle of ejusdem
generis is not applicable for interpreting Regulation 27(1) (d)
- SEBI as well as the SAT have correctly concluded that
withdrawal of the open offer in the given set of circumstances
is neither in the interest of investors nor development of the
securities market - Interpretation of statues - Ejusdem
generis - Maxim 'noscitur a sociis'.
Regulation 27(1) - Order of SEBI rejecting request for
withdrawal - Plea of delay in passing the order - Held: The
plea was not raised before SAT - It has been raised for the
first time in the submissions made before Supreme Court -
Since, it is a statutory appeal uls 15Z of the SEBI Act, the plea
cannot be permitted to be raised - Even on merits, there was
no delay on the part of SEBI in approving the draft letter of
offer - Securities and Exchange Board of India Act, 1992 -
s. 15Z - Delay/Laches.