Judgment Search Results Home > Cases Phrase: under an agreement Court: sebi securities and exchange board of india or securities appellate tribunal sat Page 1 of about 649 results (0.133 seconds)

Sms Holdings Pvt. Ltd. Vs. Securities and Exchange Board of India

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2004)49SCL117SAT

..... the same sections of this chapter, two or more persons acting in concert shall be regarded as jointly controlling another when they actually make, under an agreement to implement a common policy, the decision taken in the general meetings of the latter.116 ..... the same sections of this chapter, two or more persons acting in concert shall be regarded as jointly controlling another when they actually make, under an agreement to implement a common policy, the decision taken in the general meetings of the latter. i ..... . "(2) for the purposes of sub regulation (1), the minimum offer price shall be the highest of - (a) the negotiated price under the agreement referred to in sub regulation (1) of regulation 14, (b) highest price paid by the acquirer or persons acting in concert with him for any acquisitions, including by way of allotment in a public or right issue, if any, during the ..... . provided that where a payment has been made in cash to any class of shareholders for acquiring their shares under any agreement or pursuant to any acquisition in the open market or in any other manner during the preceding 12 months from the date of public announcement, the offer documents shall provide that the ..... . he further submitted that isis had no choice but to waive its pre emption right available to it under the share holders agreement for the simple reason that further acquisition of shares of stena by it would have triggered the french law warranting public offer by isis and isis was not interested in .....

Luxottica Group Spa, Ray Ban Vs. Securities and Exchange Board of Indi ...

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2004)1CompLJ258SAT

..... to acquire indirectly, the control over the target company and the obligation to make public announcement arose on that day, which was to be made within 4 working days of 28.4.99 i.e.the date of entering into the said agreement", (iii) the exemption under regulation 3 (1)(j)(ii) was not available as the regulations had already been triggered on 28th april 99 "any actions subsequent to the triggering of the said regulations will not have bearing on the making of an open offer ..... the shares of a company whose business and assets (eyewear business and eyecare / contact lens business), were totally different from the business and assets of the company which the appellants had agreed to acquire under the contingent agreement dated 28th april 1999 (b) acquire and pay for the business and assets of the eyecare business, which the parties had expressly agreed would be excluded / disposed off prior to the acquisition. ..... regulation 22(1) which stipulates that a public announcement of offer to acquire shares of a target company shall be made only when the acquirer is able to complete the offer, and therefore, a contingent agreement can not trigger the regulations until the same has become enforceable.according to the appellants under regulation 27(1) an offer once made shall not be withdrawn except where the statutory approvals required have been refused or the sole acquirer has died, that .....

In Re: Hitachi Home and Life

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... necessary ingredients to meet the test of "persons acting in concert" are: 5.44 for the said acquisition, the common objective was to purchase the said shares from icici bank limited by asman exercising its option under the buy back agreement so as to consolidate and increase the joint holding and control to more than 50% (which was likely to become difficult after 1 st october, 2002 on account of the proposed reduction in the "creeping acquisition" limit from 10% to 5%) and ..... each promoter or promoter group is filing a separate disclosure with the knowledge of the other, there is no need to specifically mentio n the other as persons acting in concert since the co-promoters of the company are aware that as co-promoters under the management agreement they were persons acting-in-concert and the material necessary disclosures by the company under regulation 8(3) would necessarily disclose all of them together as persons acting-in-concert and holding more than 15% shares. ..... {hereinafter collectively referred to as"hitachi group/acquirers"} became 35.2% in the target company.1.4 icici bank ltd had under several agreements, during the years 1996, 1997 and 1998, extended loans to arvind products ltd and asman investments ltd respectively, both constituents of the lalbhai group.in order to secure payment of the loan, the lalbhai group .....

Sebi Vs. Jm Morgan Stanley Private Limited

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... essential then it would have constituted price sensitive information which, under their listing agreements, they would have been mandatorily obliged to notify to the ..... it is disclosed in the pa that the acquirers had acquired shares at a price of rs.306.60 per share from ril vide agreement dated 18/11/2001, almost a year prior to the public announcement, the regulatory requirement has been complied with. ..... acquirer from a former shareholder (ril) as far back as 18th november, 2001, and to determine the reasons for the premium paid in the light of the restrictive covenants contained in the share sale/purchase agreement, and that it ought to have made such disclosures in the public announcement dated 13th october, 2002. ..... constituting 20% of its equity at rs.190/- per share for which the merchant banker was acting on behalf of the acquirer as required under sebi(sast) regulations, 1997 did not contain the following disclosures: 1 object and purpose of the acquisition of shares of l&t as per ..... (ril) for non-disclosure of acquisition in excess of 5% prescribed under the takeover regulations, prior to the sale of shares to grasim industries limited (gil) under the agreement as discussed earlier. ..... officer had in his report observed as under: "satco has taken the prescribed client registration application form and also executed member client agreement with shri rahul bajaj. ..... agreement of 18th november, 2001 was an entirely independent transaction and had not triggered the open offer under .....

Sandip Save, Promod Broota, NitIn Vs. the Chairman, Securities and

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2003)41SCL47SAT

..... the constitution of the board of aftek it is clear that it is the notices alone who control the management of aftek or policy decisions.therefore idbi cannot be treated as in control of the target company.idbi had imposed certain conditions under the subscription agreement for seeking prior approval by idbi in respect of removal of any director or appointment of any director, changes in the projects, etc.such conditions are similar to the conditions which the all india financial institutions ..... and in the event of default in payment of the principal, interest or other dues on the due date, the borrower was required to pay the financier liquidate damages @ 36% per annum on the amount in default for the period of default.under the option/loan agreement the financier had an option to purchase upto certain number of shares at the total amount advanced or such lower amount as is proportionate to the number of shares for which the option is exercised by the financier ..... fail to convey your willingness to buyback the shares, it would be presumed that you have exercised your right of refusal available to you, in terms of the provisions of clause 6.4 (article vi if the agreement ) and idbi shall be free to dispose off the shares of the company, subscribed by it under the said agreement, in the market or otherwise.in case you convey your willingness to buyback the shares, a final letter offering to sell the shares at a mutually agreed price will be issued by idbi to .....

Sebi Vs. Vidyut Investments Limited

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... 20,00,00,000 15,00,00,000 line of credit 5,00,00,000 5,00,00,000 12,50,00,000 2,50,00,000 under line of credit under line of credit 10,00,00,000 10,00,00,000 10,00,00,000 under line of credit under line of credit 2,50,00,000 7,50,00,000 497620 under line of credit 20,00,00,000 under line of credit under line of credit 5,00,00,000 5,00,00,000 12,50,00,000 2,50,00,000 under line of credit under line of credit 10,00,00,000 10,00,00,000 10,00,00,000 under line of credit under line of credit under line of credit 10,00,00,000 grand total 3.6 i note that vil had ..... that there were enormous manipulations in the market by shri ketan parekh and his associated entities in certain scrips, that the shares of the said scrips were given to vil as collateral under the guise of pledge for loans given by vil, that vil traded in the said scrips as well which definitely had an impact on the market coupled with the fact that such ..... vil in that order was non disclosures and acquisition of shares beyond threshold limits in terms of takeover regulations for which a separate show cause notice dated march 13, 2003 under section 11 b was also issued, whereas the show cause notices (february 5, 2003, june 30, 2004 and december 31, 2004) pertained to aiding and abetting of kp entities in market ..... the line of credit to pfmsl, and later to pspl and ccl, under the agreement executed. ..... was as a pledgee with limited right to dispose off the shares only upon occurrence of a default under the facility agreements. .....

Pan Asia Advisors International Corporate Finance Minster House and An ...

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... created/sold/traded outside india) are fraudulent transactions and that fraudulent intention existed right from the date of issuance of shares through gdr mechanism, then, sebi would be justified in invoking jurisdiction under sebi act, 1992 and debar persons connected with such transactions from rendering services in connection with instruments that are defined as securities (as in section 2(h) of scra, 1956) in the indian ..... 1992 ( sebi act 1992 for short) against lead manager to the global depository receipts (gdrs) issued outside india, if sebi, on investigation concludes that in relation to transaction of sale/purchase of underlying shares released on redemption of gdrs in the securities market in india, the lead manager had committed fraud on the investors in india and that fraudulent intention existed at every stage of the gdr process ..... with a view to protect interests of investors in securities, sebi by impugned order dated june 20, 2013, has debarred appellants from rendering services in connection with instruments that are defined as securities under section 2(h) of scra in the indian market or in any way dealing with them directly or indirectly for a period of 10 years and further prohibited appellants from accessing the capital market directly ..... were utilized after the pledge under pledge agreement was redeemed, does not in any way support the case of appellants, because, action is taken against appellants for colluding with issuer companies and misrepresenting the .....

Rhodia S.A. Vs. Securities and Exchange Board of India

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... it had no long-term industrial interest and was remunerated for its participation in the transaction, (iii) virtually all of the finances for the uk offer were arranged by and either provided or guaranteed by the appellant, (iv) under the agreement dated 16-3-1999 donauchem, danube & ispg were subjected to the control of the appellant insofar as the conduct of the uk offer was concerned and (v) pending exercises of the call option the appellant was given veto rights ..... ispg will be the direct wholly-owned subsidiary of daunbe and ispg was to be capitalized by capital contribution from the said danube and such capitalization was to equal or exceed minimum amount required under applicable laws.as far as danube is concerned, the agreement provided that it was to be capitalized by an equity contribution from 'partner' and at all times prior to the earlier of the exercise of the call option or the expiration of the call option exercise period, danube ..... virtually all of the finances for the bid have been arranged by and either provided or guaranteed by rhodia, in addition, rhodia has a call option under a legally binding agreement to acquire the entire share capital of the acquisition vehicle, which option is exercisable between 1st january, 2000 and 1st april, 2000. .....

Sebi Vs. Clariant International Ltd.

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... of hoechst in the target company to the acquirer through ebito was only a modus operandi adopted to regularize the transfer of control already effected pursuant to the draft stock purchase agreement entered into between hoechst and the acquirer on 21.11.97.in view of the above, the exemption under regulation 3(1)(j)(ii) is not available to the acquirer as the regulations had already been triggered as a result of acquisition of control of the target company by the acquirer on 21.11.97 and the subsequent claiming of exemption ..... intended/decided to acquire shares/voting rights/control over the target company pursuant to the draft stock purchase agreement dated 21.11.97 it has been contended by the acquirer that sebi had considered all the agreements while declining exemption vide its order dated 09.09.98 and had held that the acquirer would be required to "make public offer as required under the regulations if they are desirous of acquiring the proposed equity capital of the target company". ..... in fact sebi vide its order dated 9.9.98 did not treat the tentative intended / proposed transaction of the target company shares as a concluded / binding agreement and instead sebi held that the acquirer would be required to "make a public offer as required under the regulations if they are desirous of acquiring the proposed equity capital of the target company".9.20. .....

Ksl and Industries Ltd. Vs. the Chairman, the Securities and

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2003)48SCL285SAT

..... understanding that shri gopal khadaria would arrange finance/share applications for 60 lakh shares on behalf of nathji enterprises in the public issue, that the said letter and the agreement though were in the possession of the respondent in the year 1996 no reference to the same was made in the show cause notice and a copy of the same was ..... khambatta submitted that from the sequence of events also it is clear that the appellant had only provided financial accommodation in return for interest, that the funding agreement was executed on 7.10.1995, that the mfl's public issue remained open during the period 14.10.1995 to 18.10.1995, that the appellant made applications on 18.10.1995, ..... shri desai countering the appellant's contention that futp regulation has no application to the case, submitted that there is a chain of action from the signing of the agreement on 7.10.1995 to the handing over of the share certificates on receipt of allotment to shri gopal khadaria on 27.12.1995 and the chain of action did not stop with the ..... appellant is that it indulged in market manipulation attracting action under the futp regulations, that this charge can not stick as the futp regulations came into force only on 25.10.1995 whereas the cause of the alleged action relates to a period before the notification of the futp regulations in as much as the agreement between the appellant and gopal khadaria was executed on 7.10.1995 ..... be appropriated to borrower under this agreement and the same shall .....