- (1.)The present appeal is directed against the judgment and order dated 27.05.2008 passed by the Securities Appellate Tribunal (for short "SAT") in Appeal No. 51 of 2006 whereby it has set aside the order passed by the Bombay Stock Exchange (for short "BSE") declining to grant the benefit of delisting of Respondent No. 4 herein, viz., M/s. Hella India Lighting Ltd. (for short "Hella India").
(2.)The facts which are required to be stated are that Hella India is a public limited company whose shares are listed on BSE as well as on Delhi Stock Exchange (for short "DSE") pursuant to the listing agreements between the company, on the one hand, and BSE and DSE, on the other. The agreements were executed on 17.10.1986. Reinhold Poersch Gmbh, the promoter of Hella India, holds 51% of its share capital. In July, 2005, Hella India decided to have its shares delisted from both the Stock Exchanges in accordance with the provisions contained in the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 (for short "the guidelines"). In January, 2006, a voluntary offer was made to the public shareholders to acquire their shares as per the guidelines. The offer was made by a public announcement through Padmini Engineering Private Limited, the first Respondent herein, which is an affiliated entity of the promoter of Hella India. The approval of the shareholders was obtained by a special resolution which was passed in the extraordinary general meeting of the shareholders of Hella India in September, 2005. The promoter of Hella India determined the floor price of Rs. 52.39 per share which was later turned out to be the exit price for delisting of securities in accordance with the book building process prescribed by the guidelines. The public offer opened on 07.02.2006 and closed on 10.02.2006.
(3.)There is no cavil over the fact that 9,63,193 shares including 16,000 shares in physical form were tendered at that price. The total number of shares offered including those at higher prices were 9,71,754. Respondent No. 1 - M/s. Padmini Engineering Pvt. Ltd., as the acquirer, accepted 9,63,193 shares at the price of Rs. 52.39 per share. The quantity of share accepted by the said Respondent together with the holding of the promoters came to 81.37 per cent of the total equity share capital of Hella India, as a consequence of which, the level of public share holding in Hella India was brought down to 18.63 per cent, which was less than 20 per cent.