Order in the matter of Tirrihannah Company Ltd.

UNDER SECTIONS 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 and Regulations 44 and 45 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 read with the provisions of regulations 32 and 35 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of:

1) Ghanshyam Das Kankani 2) Avinash Kankani 3) Abhay Baheti 4) Madhu Lata Kankani 5) Lakshmi Baheti 6) Umesh Kankani 7) Sparton Leasing And Finance Ltd. 8) Dwarika investment Pvt. Ltd. 9) Koraput Investments Pvt. Ltd 10) Western India Cements Ltd.

IN THE MATTER OF ACQUISITION OF SHARES OF TIRRIHANNAH COMPANY LTD.

1. Tirrihannah Company Ltd. (hereinafter referred to as “target company” / “TCL”) is a company having its registered office at 5, Kiran Shankar Roy Road, 2nd Floor Kolkata – 700001, and its securities are listed on the Calcutta Stock Exchange (“CSE”).

2. SEBI received a complaint from one Mr. Vivek Bajoria alleging violations of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (‘Takeover Regulations, 1997’) in respect of the target company.

Order in the matter of Tirrihannah Company Ltd.

3. Based on examination of the matter, the following was noted in SEBI’s show cause notice dated February 7, 2017 (hereinafter referred to as the “SCN”):

i. The paid up capital of the target company as on March 31, 2005 and upto the year 2010 was Rs. 1,39,58,150 (with 13,95,815 shares).

ii. The target company was under the control of the Bajoria family since 1950s.Due to mismanagement and continuous losses, the Bajoria family were unable to run the target company and Mr. Ghanshyam Das Kankani along with others agreed to acquire the target company and management control from Mr. Vivek Bajoria and others through a share purchase agreement dated November 07, 2007.

iii. Mr. Ghanshyam Das Kankani and his associates acquired 9, 89,064 shares (70.86%) of the target company and the management control of the company on November 07, 2007 in the below mentioned manner:

a) 3,68,740 shares (26.42%) through a share purchase agreement dated November 07, 2007 as given below:

Name of the acquirer No. of Percentage of shares shares (as a % of 13,95,815 shares) Ghanshyam Das 1,47,390 Kankani 10.56% Avinash Kankani 2,750 0.20% Abhay Baheti 68,000 4.87% Madhu Lata Kankani 71,260 5.11% Lakshmi Baheti 49,840 3.57% Umesh Kankani 29,500 2.11% Total 3,68,740 26.42% b) 6,20,324 shares (44.44%) were acquired by Mr. Ghanshyam Das Kankani and his associates by taking over 4 companies which already held the shares of the target company by way of agreements dated November 7, 2007. Details of these companies and the shares held by them are as below:

Name of the Companues No. of Percentage of shares shares (as a % of 13,95,815 shares) Sparton Leasing and Finance 2,17,836 Ltd. 15.61% Dwarika Investment Pvt. Ltd. 1,38,000 9.89% Koraput Investments Pvt. Ltd. 1,37,880 9.88% Western India Cements Ltd. 1,26,608 9.07% Total 6,20,324 44.44% iv. Pursuant to the above acquisitions, the Promoter Group of the Target Company comprised Ghanshyam Das Kankani, Avinash Kankani, Abhay Baheti, Madhu Lata Kankani, Lakshmi Baheti, Umesh kankani, Sparton Leasing and Finance Ltd., Dwarika Investment Pvt. Ltd., Koraput Investments Pvt. Ltd. and Western India Cements Ltd. (hereinafter collectively referred to as "Promoter Group/Noticees” and individually by their respective names).

4. It is noted that as a result of the above acquisitions on November 7, 2007, the Noticees acquired 70.86% shares of the target company i.e. more than 15% of its total number of shares and the management control of the target company and they were required to make a public announcement for an open offer in accordance with regulation 10 and regulation 12 of Takeover Regulations, 1997, which they failed to make.

5. It is further noted that on September 15, 2009, two members of the promoter group namely, Mr. Avinash Kankani and Mr. Umesh Kankani made the following acquisitions:

Name of the No. of shares Percentage of shares acquirer (as a % of 13,95,815 shares) Avinash Kankani 1,25,600 9.00% Umesh Kankani 7,160 0.51% Total 1,32,760 9.51%

6. As a result of the aforesaid acquisitions, the shareholding of the promoter group (i.e. the Noticees) increased from 9,89,064 shares (70.86%) to 11,21,824 shares (80.37%) and therefore they triggered the requirement to make a public announcement for an open offer in terms of regulation 11(2) of Takeover Regulations, 1997 which they failed to make.

7. In view of the above, vide the same SCN dated February 7, 2017, the Noticees were called upon to show cause as to why suitable directions under sections 11, 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and regulations 44 and 45 of Takeover Regulations, 1997 read with corresponding provision of regulations 32 and 35 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations, 2011) should not be issued against them for the alleged violations.

8. The Noticees filed their reply to the SCN vide letter dated April 12, 2017, inter alia, submitting the following:

i) TCL was incorporated on 4th May, 1908 and the main business of the Company is tea plantation and tea processing. The Company has its tea garden at Terai Region of West Bengal, District Darjeeling. The Company was under the control of Bajoria family since 1950's. The Company was owned, controlled and managed by Mr. Vivek Bajoria and his family members and was under their control until November, 2007. During this time, the Company suffered huge losses and financial liabilities due to mismanagement of Mr. Vivek Bajoria. The day to day management and affairs of the Company were in total disarray including arrest warrants being issued against its promoters and directors, litigations initiated by creditors of the Company and accumulation of statutory defaults and liabilities. In fact, all the shares of Mr. Vivek Bajoria and his family members were pledged with Allahabad Bank for securing the loan given by the bank to Mr. Vivek Bajoria and the company. ii) Sometime during the 3rd week of October, 2007, Mr. Vivek Bajoria came to the office of Mr. Ghanshyam Das Kankani at 5, Kiran Shankar Roy Road, Kolkata-1 and requested him to take over the control and management of TCL as the garden was on the verge of closure.

No person from the Tea Industry was interested in taking over TCL as the liability was over Rs.21 crores while the value of the garden was Rs. 5.5 crores approximately in 2006. The value of the shares was practically negative. Allahabad Bank was a major creditor (Rs. 12.5 crores) approximately. Mr Vivek Bajoria stated that various liabilities, summons, warrants, departmental enquiries, proceedings and litigations had been initiated and he was not able to meet the debts, liabilities and demands raised by the various statutory authorities and creditors. iii) Under the management of Mr. Vivek Bajoria, TCL was a defaulter in respect of various statutory bodies such as Allahabad Bank, Income Tax, Sales Tax, Provident Fund, Tea Board, Agriculture Income Tax, Gratuity etc. iv) By a Board Resolution dated 2nd November, 2007 Mr. Ghanshyam Das Kankani was inducted as one of the directors of TCL. In pursuance of sale and transfer of shares, Mr. Vivek Bajoria handed over the control and management of Tirrihannah Company Limited along with physical possession of the Tea Estate. v) Time was of essence as the lean period was approaching in the tea industry (i.e.

December to February). There were 1300 plus personals directly dependent for their livelihood on the Tea Garden. Non-payment of wages and statutory dues during this period would have caused irreparable damage to the garden. Eventually, Mr. Ghanshyam Das Kankani agreed to acquire the Company and management and control from Mr. Vivek Bajoria on as is where is basis through Share Purchase Agreements dated 7th November, 2007. The shares were purchased 50 paisa per share. vi) Because of Mr. Vivek Bajoria's mismanagement, Mr. Kankani and his family members acquired a financially sick unit which was on the verge of closure. The Company was officially assigned as a "Non-Performing Asset" (NPA) by Allahabad Bank. vii) After taking over such control and management of TCL, the new management incurred substantial expenses for settling various liabilities standing in the name of TCL. viii)Various letters addressed to Mr. Vivek Bajoria inter alia, dated 27th August, 2008 and 19th September, 2008 record rampant illegal activities and statutory defaults which had taken place in the Company under Mr. Vivek Bajoria. ix) Due to the ardent hard work and good management of the tea estate by the new management, the garden started recuperating. x) Significantly, the new owners who took up the management of the company did not have any previous experience of the tea industry or the various statutory compliances involved in acquiring and managing a company.

The new owners also took over the responsibility of a debt of approximately Rs.21 crores.

xi) Mr. Vivek Bajoria was, according to his own complaint, the owner of and the major shareholder of the company till 2007. During his tenure the Company accumulated outstanding statutory liabilities including that of provident fund, bank loans, auctioneers payments, labour dues, electricity bills, Agricultural Income Tax which ran to several crores of rupees. xii) It was due to the acts of commission/ omission of Vivek Bajoria and his family members that prevented us from complying with the SEBI regulations. Time was of essence to keep the garden running failing which there would have been permanent damage to the crops as well as factory as substantial funds were required to keep the garden and factory running. xiii)Vivek Bajoria and his family members were responsible for the escalation of debts and financial burden of the company. After having realised that there was no other way to run the garden which was on the verge of closure, Vivek Bajoria and his family members sold the shares in violation of the SEBI laws and rules and regulations and was a party to the agreement. Bajoria was running the tea garden since the past 25 years until 2007 decades and was aware of the consequences of the breach of the SEBI laws.

However, in order to save himself and his family members from penal action apart from financial liabilities, Bajoria and their family members sold the shares. xiv) Mr. Vivek Bajoria at all material times was fully aware of and/or had knowledge of the requisite statutory obligations and compliances which had to be fulfilled by the Company at the relevant point of time. In fact, on several occasions Mr. Vivek Bajoria had assured Mr. Kankani and his family members that he would advise them of the statutory requirements which were to be complied with. Mr. Kankani solely depended on Mr. Vivek Bajoria for such advice and guidelines. Mr. Vivek Bajoria, however, failed to honour his obligations to the company and advise Mr. Kankani all the necessary steps to be taken pursuant to the acquisition. xv) Mr. Vivek Bajoria and his family members and companies controlled and managed by him were the sellers of the shares of the company in the several agreements dated 7th November, 2007 and was instrumental in completing the formalities involved therein. Although he was fully aware of the statutory implications including the requirements under SEBI and its connected Regulations, no steps were taken by Mr. Vivek Bajoria to comply with such requirements or ensure xvi) That Mr. Kankani and his family members (being the purchasers under the agreement) complied with the same.

Mr. Vivek Bajoria was under a duty and an obligation to ensure that the Company which he had managed for 25 years and is now sold to Mr. Kankani, did not face any additional burden because statutory defaults. xvii) Significantly, in 2010, Mr. Vivek Bajoria and his family members filed a suit in the Hon'ble High Court at Calcutta being C.S. No. 115 of 2010, inter alia, for delivery of shares of the Company from the present owners. The said suit is wholly mala fide since Mr. Vivek Bajoria sought to cancel the agreement for sale of shares of the Company to the present owners (Mr. Kankani and his family members) on grounds which had no factual or legal basis. The present owners have filed pleadings and are contesting the suit and the said suit is pending as on date. Mr. Bajoria failed to get interim order as desired by him in his favour and had even failed to pursue the suit for the last several years. In course of hearing of the matter, the Hon'ble High Court at Calcutta reprimanded the Bajorias for their conduct and opined that they cannot take advantage of their own wrong after benefitting from the agreement when the garden started doing well. xviii) It is also significant that Mr. Bajoria filed the complaint before SEBI in December, 2015, eight years after the Share Purchase Agreements and after having taken full benefit of the transactions for sale of shares in the Company.

The complaint contains factual misstatements and deliberately fails to disclose the correct and relevant facts. Mr. Vivek Bajoria has deliberately and with mala fide intention failed to state that he was fully involved in the day to day operations of the Company even after the transaction in November, 2007 and was hence equally responsible for the alleged violation of SEBI Rules and Regulations. It is obvious that the complaint filed by Mr. Bajoria is for the sole purpose of harassing the present owners and has been made with an entirely oblique motive. xix) It is pertinent to mention that no other shareholder has raised any grievance against the new management. xx) It is solely due to the efforts and hard work of Mr. Kankani and his family members that despite the seemingly insurmountable difficulties, the Company substantially regained its financial stability and could settle most of its statutory and other obligations including bank loans. xxi) The new management settled the dues of Allahabad Bank under OTS for a sum of Rs. 5.35 crores and a no dues certificate was issued by the Bank in 2009. The bank released the pledged shares, as referred to under para 6 of the show cause notice dated 7th February, 2017 held by it in 2009 of TCL in favour of the new management in terms of the agreements dated 7th November, 2007. Due to the continuous efforts and work put in by the present owners, the future of 1455 personals directly engaged in the garden including their family members and their continuing employment has been ensured. xxii) This reply is being sent also on behalf of all the noticees who have been addressed in the show cause notice dated 7th February, 2017 save and except Smt. Lakshmi Baheti, who had died about three years ago.

Copy of her death certificate is enclosed.

9. An opportunity of personal hearing was provided to the Noticees on December 7, 2017, which Mr. Avinash Kankani appeared and made submissions for himself and on behalf of all other Noticees. The submissions of the Noticees are, inter alia, as under:- i) Mr. Ghanshyam Das Kankani and his associates had acquired shares of the target company from Mr. Vivek Bajoria and others in the year 2007 through an agreement. ii) In terms of the agreement, they bought shares of the company at nominal value of 50 paise per share and the total consideration amount was only Rs. 6 lakh (approx). iii) When they had entered into the agreement in 2007, they were ignorant about the provisions of the Takeover Regulations, 1997. They became aware of the provisions of the SEBI Regulations in 2010 when Mr. Bajoria and others filed a suit in the High Court seeking cancelation of the share purchase agreement. The said suit is currently pending before the High Court. iv) At the time when they took over the business of the company, it had liabilities of around 21 Crore and had land worth Rs. 5 Crore as the only asset. v) The acquisition of 9.51% shares mentioned in the SCN was actually because of return of shares by Allahabad Bank which were pledged and were returned by Allahabad Bank after a one time settlement of the loan due to it. vi) The alleged violations were unintentional and not repetitive. vii) The entities admitted the violations alleged in the SCN and stated that they are ready to make the open offer. viii)SEBI may consider that no harm was caused to any investor because of the acquisition. No investor has ever complained in this regard. Further, no unfair gain was made by them in the said acquisition.

10. Thereafter, vide letter dated January 5, 2018, Mr. Umesh Kankani on behalf of all the Noticees filed a copy of the agreement dated November 7, 2007 whereby Mr. Ghanshyam Das Kankani and others had purchased 26.42% shares from Mr. Vivek Bajoria and others, along with other documents in support of Noticees’ submissions. Vide the said letter, the Noticees also sought another date of personal hearing. With reference to the said letter, SEBI, vide letters/email dated January 29, 2018, informed the Noticees that hearing in the matter was concluded on December 7, 2017 and therefore, another opportunity of hearing would not be necessary. It was further informed to the Noticees that they may file their additional submissions, if any, within a period of 7 days from the date of receipt of the letter. In response to SEBI’s letters/email, Mr. Avinash Kankani on behalf of all the Noticees submitted that they do not have any further submission to make in the matter.

11. I have considered the allegations levelled against the Noticees in the SCN, replies and submissions made by the Noticees and other material available on record. In the facts and circumstances of the case, the following issues arise for consideration: A. Whether the Noticees violated the provisions of Takeover Regulations, 1997 as alleged in the SCN? B. If the answer to Issue A is in the affirmative, what directions should be issued against the Noticees?

12. The consideration of the above issues in light of the provisions of law and the relevant facts and circumstances are dealt with in the subsequent paragraphs.

A. Whether the Noticees violated the provisions of Takeover Regulations, 1997 as alleged in the SCN?

13. It is alleged in the SCN that the Noticees violated regulation 11(1) of the Takeover Regulations, 1997 when their shareholding in the target company moved from 0% to 70.89% pursuant to agreements dated November 7, 2007. In this regard, I find it appropriate to mention that the applicable regulation for acquisition of more than 15% shares in the target company would be regulation 10 and not regulation 11(1). With regard to error in mentioning the correct provision of law, I find it pertinent to refer to the following observations of Hon’ble Supreme Court of India in the matter of B.S.E. Brokers Forum, Bombay & Ors. vs Securities & Exchange Board of India (judgment dated February 1, 2001 in Writ Petition (civil) 502 of 2000):

“It is a well established principle in law that so long as the impugned power is traceable to the concerned Statute, mere omission or error in reciting the correct provision of law does not denude the power of the authority of taking a statutory action so long as its action is legitimately traceable to a statutory power governing such action.”

14. In my view, since the consequence of breach of both regulation 10 and 11(1) is the same i.e. mandatory obligation to make an open offer, and other procedural requirements in that regard are also the same, no prejudice would be caused to the Noticees if, subject to determination, the open offer is directed to be made under the provisions of regulation 10 instead of regulations 11(1) of the Takeover Regulations, 1997.

15. Before proceeding further with the consideration of the allegations levelled against the Noticees in the SCN, I find it relevant to quote the applicable regulations of Takeover Regulations, 1997. Relevant portions of regulations 10, 11(2) and 12 are reproduced as under:

Acquisition of fifteen per cent or more of the shares or voting rights of any company. 10. No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise fifteen per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the regulations.

Consolidation of holdings. 11(1) … (2) No acquirer, who together with persons acting in concert with him holds, fifty-five per cent (55%) or more but less than seventy-five per cent (75%) of the shares or voting rights in a target company, shall acquire either by himself or through 1[or with] persons acting in concert with him any additional shares entitling him to exercise voting rights or voting rights therein, unless he makes a public announcement to acquire shares in accordance with these Regulations: …

Acquisition of control over a company.

12. Irrespective of whether or not there has been any acquisition of shares or voting rights in a company, no acquirer shall acquire control over the target company, unless such person makes a public announcement to acquire shares and acquires such shares in accordance with the regulations:…

16. It is noted that the Noticees namely, Mr. Ghanshyam Das Kankani, Mr. Avinash Kankani, Mr. Abhay Baheti, Ms. Madhu Lata Kankani, Ms. Lakshmi Baheti and Umesh kankani purchased shares from Mr. Vivek Bajoria and others under a common agreement dated November 7, 2007. Further, the 4 companies namely, Sparton Leasing and Finance Ltd., Dwarika Investment Pvt. Ltd., Koraput Investments Pvt. Ltd. and Western India Cements Ltd., which already held the shares of the target company were also acquired by Mr. Ghanshyam Das Kankani and his associates vide separate agreement(s) dated November 7, 2007. Subsequently, all the Notices (i.e. the 6 individuals and the 4 companies) were disclosed as promoters by TCL. In view of the above, I find that the aforesaid 6 individual acquirers and the 4 companies were acting in concert for the purpose of acquisition of shares of TCL mentioned in the SCN.

17. I note that in terms of regulation 10 of Takeover Regulations, 1997, no acquirer himself or with persons acting in concert with him can acquire shares or voting rights in a target company which entitle him to exercise 15% or more voting rights in the target company unless such acquirer makes a public announcement to acquire shares of such company in accordance with Takeover Regulations, 1997. In the present case, it is an undisputed fact that pursuant to the agreements dated November 07, 2007, the shareholding of the Noticees in the target company had increased from 0% to 70.86%. Consequently, the Noticees breached the threshold of 15% as stipulated in regulation 10 and thus, they were under an obligation to make a public announcement of an open offer in accordance with Takeover Regulations, 1997. Further, by virtue of the agreements dated November 7, 2007, the Noticees also agreed to acquire the control and management of the target company and were therefore required to make a public announcement for an open offer in terms of regulation 12 of the Takeover Regulations, 1997, which they failed to make.

18. The language of regulation 10 envisages a mandatory obligation to make a public announcement of an open offer in case of acquisition of shares beyond 15% in a target company. The same obligation is also envisaged in regulation 12 of the Takeover Regulations, 1997. In the instant case, undisputedly, the Noticees acquired 70.86% shares of the target company (consequent to the share purchase agreements) which entitled them to exercise more than 15% voting rights in the target company, and simultaneously, they also acquired the management control over the target company. Thus, the Noticees are in violation of regulations 10 and 12 as they failed to make the public announcement for an open offer as stipulated thereunder. 19. Further, on September 15, 2009, Mr. Avinash Kankani and Mr. Umesh Kankani (members of the promoter / promoter group) acquired 9.51% shares as a result whereof, the shareholding of the promoter group increased from 9,89,064 shares (70.86%) to 11,21,824 shares (80.37%). In terms of regulation 11(2) of the Takeover Regulations, 1997, acquisition of any additional shares by an acquirer (along with PACs), holding more than 55% but less than 75% shares of the target company, would trigger the requirement to make a public announcement for an open offer. Thus, the aforesaid acquisition by Mr. Avinash Kankani and Mr. Umesh Kankani triggered the requirement on part of the promoter group/Noticees to make a public announcement in terms of regulation 11(2) of Takeover Regulations, 1997, which they failed to make and thereby are in violation of regulation 11(2).

20. In their submissions, the Noticees have not disputed the allegations of violation of the provisions of Takeover Regulations, 1997 but stated that in November 2007 when they had entered into agreements for the purchase of shares of TCL, they were ignorant about their obligations under the Takeover Regulations, 1997. They also submitted that they had purchased the shares of TCL from Mr. Vivek Bajoria and others, who did not inform them about the requirement of ensuring compliance with SEBI laws. Further, they became aware of the requirements under Takeover Regulations, 1997 in the year 2010 when Mr. Vivek Bajoria and others filed a case against them in High Court of Calcutta. In this regard, I note that it is an established principle of law that ignorance of law is no excuse. In the instant case, the Noticees at the time of acquiring the shares of TCL were well aware that they were acquiring a listed company. Thus, before any such acquisition, they ought to have done the requisite due diligence including that pertaining to the laws applicable to such acquisition. The Noticees themselves were under an obligation to comply with the applicable provisions of law including the Takeover regulations. 1997, and therefore, the argument that the sellers did not inform them about the requirements of SEBI laws, is devoid of any merit.

21. Further, during the hearing dated December 7, 2017, the authorized representative on behalf of all the Noticees (i.e. Mr. Avinash Kankani) admitted the violation of the Takeover Regulations, 1997 alleged in the SCN and submitted that the Noticees are ready and willing to make the open offer in terms of the Takeover Regulations.

22. In view of the above, I find that the alleged violation of regulation 10, 11(2) and 12 of the Takeover Regulations, 1997 stand established against the Noticees.

B. If the answer to Issue A is in the affirmative, what directions should be issued against the Noticees?

23. I note that regulation 44 and 45 of the Takeover Regulations, 1997, which provide for consequences of breach, as found in this case, gives flexibility to SEBI to enforce regulations 10, 11 and 12 by way of several directions including - (a) disinvestment of shares acquired in breach of regulations; (b) transfer of any proceeds or securities to the investors protection fund; (c) making open offer for acquiring shares of the target company, etc.

24. I note that in the context of enforcement of regulation 10, 11 and 12 of the Takeover Regulations, 1997, the Hon'ble Securities Appellate Tribunal ("SAT"), vide order dated September 08, 2011 in the matter of Nirvana Holdings Private Limited vs. SEBI (Appeal no. 31/2011) observed as follows:

"The primary object of the takeover code is to provide an exit route to the public shareholders when there is substantial acquisition of shares or a takeover. This right to exit is an invaluable right and the shareholders cannot be deprived of this right lightly. It is only when larger interest of investor protection or that of the securities market demands that this right could be taken away. Therefore, as a normal rule, a direction to make a public announcement to acquire shares of the target company should issue to an acquirer who fails to do that. The Board need not give reasons as to why such a direction is being issued because that is the mandate of Regulations 10, 11 and 12.”

25. I note that the object and purpose of Takeover Regulations, 1997 is to provide equality of treatment of all shareholders, to provide an exit opportunity to the shareholders in the case of a substantial acquisition of shares or takeover and to ensure that a person does make a substantial acquisition in or acquire control over the target company in a clandestine manner and to the detriment of other shareholders. I further note that the guiding principle for the directions under regulation 44 is the protection of interests of the investors and securities market. I, therefore, am of the view that the above mentioned principles laid down by the Hon'ble SAT shall apply in the present case also. I also find it important to mention that the shares of the target company are only listed on the Calcutta Stock Exchange and also qualify as infrequently traded. Therefore, a direction to Noticees to make a public announcement for an open offer will be in the interest of shareholders of the target company.

26. It is noted that the obligation of the Noticees to make the open offer has been triggered on account of breach of provisions of regulation 10, 11(2) and 12 of the Takeover Regulations, 1997. Had the Noticees made the public announcement on the due date i.e. 4 working days from the date of the agreements (i.e. November 7, 2007) in accordance with the Takeover Regulations, 1997 and complied with all related activities within the timelines specified therein, all formalities with respect to the public announcement and the open offer under the Takeover Regulations, 1997 would have been completed within 93 days from November 7, 2007. Since the public announcement now would provide a delayed exit opportunity to the shareholders of the target company, Noticees should pay interest on the consideration amount to the shareholders who tender their shares in the open offer and who are eligible for interest as per law.

27. It is noted from the submissions of the Noticees that one of the Noticees namely, Smt. Lakshmi Baheti, had died on June 17, 2011. A copy of her death certificate has also been submitted. Considering the same, these proceedings against Smt. Lakshmi Baheti stand closed.

28. In view of the foregoing, I, in exercise of powers conferred upon me under sections

11, 11B read with section 19 of the SEBI Act, 1992 and regulation 44 and 45 of the Takeover Regulations, 1997 read with regulations 32 and 35 of the Takeover Regulations, 2011, hereby issue the following directions:

a) Mr. Ghanshyam Das Kankani, Mr. Avinash Kankani, Mr. Abhay Baheti, Ms. Madhu Lata Kankani, Mr. Umesh kankani, Sparton Leasing and Finance Ltd., Dwarika Investment Pvt. Ltd., Koraput Investments Pvt. Ltd. and Western India Cements Ltd. shall jointly and severally make a public announcement to acquire shares of the target company in accordance with the provisions of the Takeover Regulations, 1997 read with the corresponding provisions of the Takeover Regulations, 2011, within a period of 45 days from the date of this order;

b) Mr. Ghanshyam Das Kankani, Mr. Avinash Kankani, Mr. Abhay Baheti, Ms. Madhu Lata Kankani, Mr. Umesh kankani, Sparton Leasing and Finance Ltd., Dwarika Investment Pvt. Ltd., Koraput Investments Pvt. Ltd. and Western India Cements Ltd. shall alongwith the consideration amount, pay interest at the rate of 10% per annum from 94th day from November 7, 2007 to the date of payment of consideration to the shareholders who were holding shares in the target company on the date of violation and whose shares are accepted in the open offer, after adjustment of dividend paid, if any.

29. This order shall come into force with immediate effect.

30. A copy of this order shall be served upon the Noticees, stock exchanges and depositories for ensuring compliance with the above directions.

Sd/-

DATE: February 8, 2018 MADHABI PURI BUCH PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA