PROJECT REPORT ON ACQUISATION OF SHARES

By: PRAVIN SANKALP

Name of the case:

BNR INFOTECH (Plaintiff) Vs UNION OF INDIA AND OTHERS (Defendant)

Synopsis of the project: 1. On January 29, 2009, Bhushan Energy Ltd., Bhushan Steel Ltd., Brij Bhushan Singhal, Neeraj Singhal, BNS Steel Trading Pvt. Ltd., BBN Transportation Pvt. Ltd., BNR Infotech Pvt. Ltd. and BNR Consultancy Services Pvt. Ltd. (Appellants) (Bhushan Group) and BNS Tour and Travel Pvt. Ltd. (Respondent) were holding 14.85% and 2.56% shares of the Orissa Sponge Iron and Steel Limited (Target Company). 2. The Adjudicating Officer held that the respondent belonged to the Bhushan Group and accordingly, on January 29, 2009, their combined shareholding in the Target Company increased beyond 15% of the voting rights of the Target Company, thereby, has resulted into triggering regulation 10 of SEBI (SAST) Regulations, 1997 requiring the Open Offer be made to the shareholders of the Target Company and accordingly, imposed the penalty of Rs.4.5 lacs on the appellants jointly and severally. 3. However, the contentions of the respondent were that they do not belong to the Bhushan Group and thus not required to give any Open Offer. 4. The submission made by Appellants is that the respondent is part of the Bhushan Group prior to October 6, 2008, on which date the shares of the respondent held by this group were sold to the Jain group. However, Adjudicating Officer is of the view that as the payment for the shares transferred was made on February 27 and February 28, 2009, the transaction would be presumed to be completed in February 28, 2009 and thus, the respondent would be considered as the part of the Bhushan Group on January 29, 2009, the alleged of acquisition. Against this order of the Adjudicating Officer, the present appeal has been filed.

Goals:

To understand the process of Acquisition of shatres To understand roles and responsibilities of the various Agencies responsible for carrying out the rehabilitation process To work on various agreements and understand the intricacies involved in the long and arduous process in acquisition of shares.

Proposed Methodology: The type of research that will be used in this study is qualitative research and quantitative research. This is an exploratory study. Data collected will be both primary and secondary. First hand data will be obtained with the help of data available from various other documents such as agreements, Case files, Data available within the organization. Secondary data will be obtained from already published sources and from resources available online such as Bare Acts, Case laws, etc

References: The various places that I have referred to which have helped me make my project report are, namely: 1) Internet i) IndianKanoon ii) Google iii) ManuPatra iv) Law.com 2) TAKEOVER CODE, SAST Regulations