IN THE HIGH COURT OF DELHI AT NEW DELHI 46. + LPA 348/2011 % SEEMA SARAF & ORS Through: versus Appellants Mr. Kamal Mehta, Mr. Deependra Kumar Sharma, Advs. SECURITIES AND EXCHANGE BOARD OF INDIA & ORS Through: Respondents Mr. Neeraj Malhotra, Adv. for R1 Mr. Rajiv Nayar, Sr. Adv. with Mr.Tejas Karia, Mr.Nitesh Jain, Ms.Aradhana, Advs. for R2 Mr. N.K. Kaul, Sr. Adv. with Mr.Tejas Karia, Mr.Nitesh Jain, Ms.Aradhana, Advs. for R3 Mr. Ajay Bhargava, Mr.Sumit Pushkar, Advs. for R4 CORAM: HON'BLE THE CHIEF JUSTICE HON'BLE MR. JUSTICE SANHV KHANNA ORDER 07.04.2011 In this intra-court appeal, the justifiability of the order dated 31.3.2011 passed by the learned Single Judge in WP(C) No.2004/2011is calledin question. The singularquestionthat emergesfor considerationin this appeal is whetherthe appellantsare deprivedofthe opportunityto sell Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Signature Not Verified A their sharesunder the buy back offer becauseof the curtailmentof period as provided under Regulation22(5) of the Security and Exchange Board of India (SubstantialAcquisitionof Shares and Takeovers)Regulations1997 (for short 'the SEBI Regulations'). The relevant Regulations read as follows: "22(2) Within 14 days of the public announcementof the offer, the acquirershall send a copy of the draft letter of offer to the target company at its registered office address, for being placed before the board of directors and to all the stock exchanges where the shares of the company are listed. (3) The acquirershall ensurethat the letterof offer is sent to all the shareholders (including non-resident Indians) of the target company, whose names appear on the register of members of the company as on the specified date mentioned in the public announcement,so as to reach them within 45 days from the date of public announcement. Provided that where the public announcement is made pursuant to an agreementto acquire shares or control over the target company,the letter of offer shall be sent to shareholders other than the parties to the agreement. Explanation.- (i) A copy of the letterof offer shall also be sent to the Custodians of Global Depository Receipts or American DepositoryReceiptsto enable such persons to participatein the open offer, if they are entitledto do so. (ii) A copy of the letter of offer shall also be sent to warrant holders or convertible debenture holders, where the periodof exerciseof optionor conversionfalls within the offer period. (4) The date of openingofthe offer shall be not later than the fifty fifth day from the date of public announcement. (5) The offer to acquire shares from the shareholders shallremainopenfor a periodof twentydays. (5A) The shareholdershallhave the optionto withdraw acceptancetendered by him up to three working days priorto the date of closureoftheoffer." It is submittedby Mr. Mehta, learnedcounsel for the appellantsthat the period prescribed under Regulation 22(5) of the SEBI Regulations pertainingto the offerto acquiresharefrom the shareholdersto remainopen for a period of 20 days is mandatory but he has been, by virtue of a corrigendum issued by the respondentNo.2, given 13 days. The said argument overlooks Regulations 22(2) and 22(3) and the time periods stipulated therein. This aspect has been examined and considered in paragraph5 of the impugnedjudgment. Whether the Regulation 22(5) is mandatory or not need not be addressedto in this appeal as on a perusalofthe factualmatrix,it is clearly evidentthat the appellantsbecame the share holders on 24.3.2011. Under what circumstancesthey becameshareholdersis totallyirrelevant. A share holder cannot come forward and put forth that the 20 days period as postulatedunderRegulation22(5)ofthe SEBI Regulationsshouldrun from V the day he becomesthe shareholder. Thus,we do not acceptthe submission of Mr.Mehtathoughvery assiduouslystructuredand, accordingly,repel the same. The impugnedorder doesnot meritinterference. The appeal is dismissed accordingly. There shall be no order as to costs. APRIL 07, 2011 pk CHIEF JUSTICE SANHVKHANNA,i d