In Brief
The Supreme Court held that Thomas Cook (India) Ltd, its subsidiary Thomas Cook Insurance Services, and Sterling Holiday Resorts India undertook a composite combination comprising demerger, amalgamation, share subscriptions, share purchases, and stock exchange market purchases on the same day to acquire control of Sterling. Although the companies notified only the demerger and amalgamation, market purchases (9.93% stake) and other acquisitions were not notified, relying on target-based exemption for smaller enterprises. The Court ruled that multiple interconnected transactions achieving a single objective constitute a composite combination requiring unified notification. Substance prevails over form; individual components cannot be exempted in isolation. The penalty of Rs. 1 crore for non-compliance was upheld as justified, with mens rea irrelevant to civil penalty for statutory breach.
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