- (1.) BACKGROUND FACTS : Wimco Limited (Wimco) is a target company. Its shares are listed on the stock exchanges at Mumbai, Delhi, Calcutta, Kanpur, as also on the National Stock Exchange. It is engaged in the business of manufacture and sale of a broad range of safety matches.
(2.) The Appellant No.1 herein (Swedish Match) is incorporated in Sweden. It is a holding company of the Appellant No. 2 (S.M.S.) holding its entire paid up capital. It is also a holding company of Haravon Investments Private Limited (Haravon) and Seed Trading Private Limited (Seed). These four companies hereinafter would be called and referred to as the Swedish Match Group. It had acquired in the target company 52.11% shares, i.e., 46.18% by Haravon and 5.93% by Seed. AVP Trading Private Limited (AVP) and Plash Floods P. Ltd. (Plash) were Indian promoters of the target company. They belong to one Jatia Group of Companies holding 24.11% of the share capital of the target company, i.e., AVP holding 6.03% and Plash holding 18.08%.
(3.) The Swedish Match entered into an agreement with the Jatia Group to acquire majority shareholding in Haravon and Seed and to make a public announcement of offer to acquire 20% shares in Wimco. The obligation to make a public announcement of offer arose in view of indirect acquisition of more than 10% shares in Wimco (in view of the law as prevailing thence) attracting the provisions of Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter called and referred to for the sake of brevity as "the Regulations").;