Arun Goenka And Others vs Securities & Exchange Board Of India And Others

Tarun Agarwala, Presiding Officer

We have heard the learned senior counsels/ learned counsels for the parties through video conference.

The offer price of Rs. 944.19 was originally offered by Aurora UK Bidco Limited, respondent no. 2 to the shareholders of the target company which according to them was as per Regulation 8(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations, 2011” for convenience). However SEBI appointed an Independent Valuer to determine the value of the shares under Regulation 8(16). This direction of SEBI was challenged in Appeal No 149 of 2020. which was dismissed by this Tribunal by an order dated 17.07.2020.

Thereafter the Independent Valuer has determined and recommended the Fair Price which has been accepted by SEBI and communicated to the parties. Such communication has now been challenged by the shareholders of the target company,namely, Arun Goenka and VLS Finance Ltd. in Appeal No. 338 of 2020 and 354 of 2020 respectively.

The sole issue raised by the appellants is, that SEBI has failed to direct the acquirers to pay interest for the delay in the payments pursuant to the offer price. According to them, the interest is required to be paid upto the date of actual payment.

The respondents have urged that the matter has already been settled and decided by this Tribunal on the issue of payment of interest. According to SEBI counsel the respondent had considered and further contended that interest is only payable as per the provisions provided under the requisite regulations.

Be that as it may. We are of the opinion that a reasoned order on this aspect is required to be given by SEBI as it involves the interest of the shareholders.

Accordingly, we dispose of the appeals, directing the appellants to move an appropriate representation with regard to the payment of interest on delayed payments within a week from today. Such representation should be filed on or before October 22, 2020. The contesting parities may file their objection to such representation within a week thereafter. SEBI will authorize some officer to decide the matter after giving an opportunity of hearing to the parties. Misc. Application Nos. 345, 384 and 385 of 2020 are accordingly disposed of.

In the meanwhile, it is open to the appellants to accept the offer price and surrender their shares which would be subject to the result of their representation on the issue of payment of interest on delayed payments.

The present matter was heard through video conference due to Covid-19 pandemic. At this stage it is not possible to sign a copy of this order nor a certified copy of this order could be issued by the Registry. In these circumstances, this order will be digitally signed by the Presiding Officer on behalf of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Parties will act on production of a digitally signed copy sent by fax and/or email.