Mr. Iqbal Singh Anand, Mr. Prithipal Singh Anand, alongwith their associates (the acquirers) made a public announcement of a public offer under Regulation 9 and Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1994. In terms of the public announcement the acquirers had sought to acquire 48.47% of the then existing voting capital of M/s. Annapurna Industrial Resources Limited (the target company) from the equity shareholders.

As per the Public Announcement, the offer was to open on 25/10/96 and close on 7/12/96 and M/s Netwest Finance Limited, a Merchant Banker, had been appointed as Manager to the offer. On 22/10/96, SEBI received a draft offer document in respect of the offer from the Manager to the offer. In the due course of processing the draft offer document, the Manager to the offer informed SEBI that the offer had already opened and closed. Meanwhile, the registration of the Merchant Banker expired on 15/1/97 and the same had not been renewed.

SEBI, therefore, advised the acquirers to inform SEBI the steps taken for the completion of the offer formalities and the status of the offer, in response to which the acquirers informed SEBI that all steps had been taken for completion of the offer and payment had been made by bank drafts to the shareholders whose shares were accepted and that the acquired shares have been transferred in the name of the acquirers.

It was found that the acquirers had committed the following violations:

1. The offer document was dispatched without SEBI’s approval.
2. The minimum offer price was not fixed in accordance with the provisions of the regulations since the shares of the target company did not have a continuous market.
3. Delay in payment of consideration to the shareholders who had accepted the offer.

Taking into consideration the facts, the totality of the circumstances, the interests of the shareholders who have accepted the offer, SEBI directed the acquirers, to pay the shareholders whose offers were accepted @ 15% p.a. on the consideration paid, for the delayed period, except in the cases where the interest involved is below Rs.100/- or where addresses of tenderers have changed subsequently and not traceable now, within 15 days from the date of the order. The balance amount (i.e. the difference between Rs.55,000/- and

paid as aforesaid), was directed to be deposited to the credit of the Investor Protection Fund of the Regional Stock Exchange where the shares of M/s Annapurna Industrial Resources Ltd. are listed.

M/s. Sesa Seat Information Systems Limited (SSIS), engaged in the publication of Telephone Directory with Yellow Pages and Tourist Guides. The company feared that it may be forced into Creditors liquidation. In order to revive the company, the Core Group of Managers of SSIS (referred to as the "acquirer") approached SEAT s.p.a. of Italy, with an offer to buy out its 40% stake in SSIS. SEAT s.p.a. in turn has decided in principle to transfer the shares. The Acquirers made an application dated 28.10.98 for grant of exemption under Regulation 3(1)(l) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, for acquisition of the said 6,00,000 Equity Shares of SSIS held by SEAT s.p.a. of Italy.

The application of the acquirer was forwarded by the Board to the Takeover Panel in terms of Sub regulation (4) of regulation 4. The Takeover Panel initially rejected the application as the acquirers failed to furnish independent evidence to support their contentions disclosed in the application.

The acquirers submitted further information for consideration. The Panel on further consideration recommended that the exemption may be granted taking into consideration that the Core Managers as well as other employees of the company want to revive the company which would be in the interests of all the employees of the company and the shareholders in the company, that is, about 5000 shareholders as also the inclination of the company’s main bankers, Messrs. Canara Bank who is considering to provide the company with a short term credit facility of Rs.100 lacs against pledge of entire 6,00,000 shares to be transferred from SEAT s.p.a. as collateral security in addition to pledging personal fixed deposits of the Managers to the extent of Rs.15 lacs.

SEBI took into consideration the recommendation of the Takeover Panel and also the fact that the share price of SSIS shares is quoted at Rs.0.80 (low) and is Rs.1.05 (high) in OTCEI and any direction for making public offer in the circumstances mentioned above will be detrimental to the interest of shareholders and employees of the company who are seeking to revive the company.

Therefore, in the light of the facts and circumstances of the case and taking into consideration recommendation of the Takeover Panel, SEBI, in exercise of the powers under Section 4(3) of SEBI Act read with regulation 4(6) of the Regulations granted exemption to the acquirers from making an open offer as provided in Chapter III of the Regulations.

Under the provisions of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, Acquirer(s), Merchant Banker(s) and Target Companies are required to maintain certain records to furnish certain information / reports to SEBI / Stock Exchanges in accordance with the specific provisions stipulated in the regulations.

In order to ensure uniformity in compliance of these requirements by all concerned and to enable the concerned persons to furnish all the relevant information in the first instance itself, SEBI has standardized the formats of the following reports / records :

1. Format for filing the information with SEs by acquirer as required under regulation 3(3).
2. Format of report to be filed with SEBI as required under regulation 3(4).
3. Format for filing the information by acquirer with Target Company as required under regulation 7(1), 8(1) & 8(2).
4. Format of the Register to be maintained by the Target Company in terms of Regulation 8(4).
5. Format of due diligence certificate to be furnished by Merchant Banker in terms of Regulation 24(2).
6. Format of 45 days report required to be filed by Merchant Banker with SEBI in accordance with Regulation 24(7).

A copy of these formats, are available on our website at, www.sebi.gov.in. With the standardization of these formats, all the concerned persons are advised to maintain records to furnish the information / report, as applicable, strictly in accordance with these formats, w.e.f. 01/04/99.