The Securities Appellate Tribunal in an order passed on 28
January 2015 (
has held/made following observations in connection with the
disclosure requirements prescribed under the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
("Takeover Regulations") and SEBI (Prohibition of Insider
Trading) Regulations, 1992 ("PIT Regulations"):
Under the provisions of Regulation 29(2) r/w Regulation 29(3)
of the Takeover Regulations, 2011 and Regulation 13(3) r/w
Regulation 13(5) of the PIT Regulations, the requirement of
disclosure is within two days of transactions for acquisition to
concerned stock exchanges and target company, and as per Regulation
13(3) r/w Regulation 13(5) of the PIT Regulations read with
Regulation 13(1) of PIT Regulations – the requirement for
acquisition and disposal is within two days to target company only,
and hence these requirements are of intimation i.e.
putting down the same in requisite form and posting the
same within two days and not for reaching
the company/stock exchange within two days of
occurrence – for which additional time, over
and above two days, for reaching the intimation by post to target
company or stock exchange, as the case may, is permitted.
The opening line of Regulation 13(3) of PIT Regulations states
– "Any person who holds more than 5% of shares for
voting right.....", which does not make much sense, but read
with Regulation 13(5)(b) – the acquisition or sale of shares
or voting rights – may be constructed to mean
"for" in Regulation 13(3) should read
Regulation 29(3) of the Takeover Regulations is not in
consonance with Regulation 29(2), since Regulation 29(2) of the
Takeover Regulation requires intimation for every acquisition or
disposal, but Regulation 29(3) requires such disclosure "to be
made within two days of receipt of intimation of allotment of
shares or the acquisition of shares or voting rights in the target
company", and there is no time limit for
disclosure of disposal of shares or voting rights, although there
is a requirement under Regulation 29(2).
The order of the SAT [clause (a) and (b) above] may have some
implication on the manner in which the concerned parties were
hitherto complying with the provisions relating to disclosure of
change in their shareholding under the Takeover Regulations and the
PIT Regulations, and it may also to an extent have some
implications on the manner in which these disclosures are being
Observation of SAT at clause (c) above, relating to Regulation
29(2) of the Takeover Regulations is pertinent, since although
Regulation 29(2) has been amended with effect from 26 March 2013,
which post the amendment deals with disclosures of shares/voting
rights held and change thereof, Regulation 29(3) of the Takeover
Regulation provides for disclosure within two working days of
"allotment or acquisition" and does not deal with
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