DEC 17, 2016

Brief Analysis of Supreme Court Judgment in The Matter of SEBI Vs. Burren Energy India Ltd Vs ORS.

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  1. Background
  2. In its recent judgment the Apex Court of India while affirming the golden rule of interpretation i.e. Literal interpretation of statutes, turned down the order passed by Hon’ble Securities Appellate Tribunal in the matter of acquisition of Hindustan Oil Exploration Co. Ltd (“Target Company”) and held M/s. Burren Energy India Limited (“BEIL” or “Acquirer”, a Body corporate incorporated in England) and Unocal Bharat Limited (“UBL”, PAC with the Acquirer) in violation of the provisions of Regulation 22(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (“Takeover Regulations”) and confirmed the penalty of Rs. 25 lakhs imposed by the Adjudicating Officer of SEBI.

  3. Particulars of the case
  4. The Present one is a case of indirect acquisition of shares of a Target Company by Foreign Body Corporates, the events and facts which led to the dispute is as following:

      2.1. Connections between the parties and essential facts of the transaction

      Acquirer by virtue of SPA dated 14.02.2005, acquired entire share capital of UBL on same date. By this virtue the Acquirer also indirectly acquired 26.01% of the Target Company. Thus, provisions of Takeover Regulations triggered.

      2.2. Developments which led the matter before Supreme Court:

      2.3. Questions before the Apex Court

      2.4. From the corridors of the Apex Court:

      The Apex court turned down the order of SAT and allowed the appeal on following grounds: