THE HON’BLE SRI JUSTICE N.V. RAMANA W.P. No. 4445 of 2009 Oral order: The petitioner, who claims to be a shareholder of respondent No.5, namely M/s. Zenotech Laboratories Limited, has filed this writ petition aggrieved by the inaction of respondent No.2, namely The Securities & Exchange Board of India, in considering the representations dated 03.07.2008, 27.01.2009 and 12.02.2009, made complaining about the proposed open offer made by respondent No.3, namely M/s. Daiichi Sankyo Company Limited, as being contrary to the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘the Regulations’), the SEBI Act, 1992 and other cognate Acts, and illegal and arbitrary. It is the case of the petitioner that the proposed transaction between respondent No.3 and respondent No.4, namely M/s. Ranbaxy Laboratories Limited, is contrary to the provisions of Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1977, the SEBI Act, 1992 and other cognate Acts, and that respondent No.3 in collusion with respondent Nos. 3 and 4, are trying to take over the management of respondent No.5, and that though the petitioner made representations dated 03.07.2008, 27.01.2009 and 12.02.2009 complaining about the alleged violations, no action thereon had been taken. He submitted that when a complaint is made, respondent No.2-SEBI is duty bound to consider the same. He further submitted having regard to the provisions of Regulation 22(7) of the Regulations, respondent Nos. 3 and 4 are not entitled to change or induct any new members on the Board of respondent No.5, until the scheme is accepted in its entirety. Hence he prayed that respondent Nos. 3 to 5 be directed to maintain status quo with regard to control and management of respondent No.5, pending disposal of the representations by respondent No.2-SEBI. The matter was taken up and heard yesterday, and was adjourned to today for appearance of the Standing Counsel for respondent No.2-SEBI. Today, when the matter is taken up, it is represented that there is no Standing Counsel for respondent No.2- SEBI. Sri. C.V. Mohan Reddy and Sri. E. Manohar, the learned counsel appearing on behalf of unofficial respondent Nos. 3 and 4 opposed the grant of any interim order stating that since the matter is seized of by respondent No.2-SEBI and submitted that respondent Nos. 3 and 4 would not act contrary to any of the provisions of the Regulations or the Act or the scheme, and prayed that there is no need to pass any interim order. However, having regard to the facts and circumstances of the case, all the counsel agreed for disposal of the writ petition with the following directions: Respondent No.2-SEBI is directed to consider and dispose of the representations dated 03.07.2008, 27.01.2009 and 12.02.2009, if any, pending, and pass appropriate orders thereon expeditiously, preferably within a period of three weeks from the date of receipt of a copy of this order. However, if respondent Nos. 3, 4 and 5, make any statutory violations, including Regulation 22(7) of the Regulations, respondent No.2-SEBI is directed to take necessary action against them. Accordingly, with the directions as above, the writ petition is disposed of. No costs. ________________ N.V. RAMANA, J. Date: 6th March, 2009 Note: Wire at party’s cost. (B/o) KSR