In Brief
SEBI challenged an order of the Securities Appellate Tribunal that had partly allowed appeals by shareholding groups in Khaitan Electrical Limited and Pitti Laminations Limited regarding alleged violations of takeover regulations. The Supreme Court held that Regulation 10 (requiring public announcement when shareholding crosses 15%) applies to an 'acquirer' as defined in the regulations—a term that includes both individual shareholders and persons acting in concert collectively. When the combined holding of an individual and persons acting in concert already exceeds 15%, fresh acquisitions do not violate Regulation 10. The Court also held that directions under Regulation 44 are discretionary, not automatic; they cannot be issued years later when circumstances have changed. The delay (2006-07 transactions, 2012 show-cause notice), combined with SEBI's own prior contrary interpretation accepted by adjudicating officers, precluded retroactive enforcement. The Court dismissed SEBI's appeals.
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