In Brief
Laurel Energetics acquired shares in Rattan India Infrastructure Ltd., a company demerged from Indiabulls Real Estate Ltd., at Rs. 6.30 per share in 2014. When Laurel later made a public open offer at Rs. 3.20 per share, SEBI determined that the 2014 acquisitions did not qualify for exemption under Regulation 10 of the SEBI Takeover Regulations 2011, requiring the higher price. Laurel argued the exemption should apply because the promoters had been identical since IBREL's inception. The Supreme Court dismissed the appeal, holding that Regulation 10 exempts transfers only among persons named as promoters in the shareholding pattern of the target company itself for three years prior. The three-year period runs from the target company's listing date (July 2012), not from the original company's inception, and plain statutory language cannot be overridden by reference to legislative purpose when the words are unambiguous.
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