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IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT THE HONOURABLE MR. JUSTICE DINESH KUMAR SINGH THURSDAY, THE 10TH DAY OF AUGUST 2023 / 19TH SRAVANA, 1945 WP(C) NO. 6275 OF 2019 PETITIONER/S:
THE AXIS BANK LTD.
41/419, GROUND FLOOR, CHICAGO PLAZA, RAJAJI ROAD, ERNAKULAM KOCHI - 682 035, REPRESENTED BY HEAD AND AUTHORISED SIGNATORY, MR. MANOJN KUMAR R.
BY ADVS.
M.GOPIKRISHNAN NAMBIAR SRI.K.JOHN MATHAI SRI.JOSON MANAVALAN SRI.KURYAN THOMAS SRI.PAULOSE C. ABRAHAM RESPONDENT/S:
1 UNION OF INDIA, REPRESENTED BY ITS REVENUE SECRETARY, MINISTRY OF FINANCE, NEW DELHI - 110 004.
2 THE TAX RECOVERY OFFICER (CENTRAL), ROOM 304, 3RD FLOOR, CR BUILDING, I.S.PRESS ROAD, COCHIN - 682 018.
3 THE SECURITIES AND EXCHANGE BOARD OF INDIA, SEBI BHAVAN, PLOT NO.C4-A, G BLOCK, BANDRA, KURLA COMPLEX, BANDRA (E), MUMBAI - 400 051.
4 M/S. D AND A FINANCIAL SERVICE (P) LTD., 13, COMMUNITY CENTRE, 2ND FLOOR, EAST OF KAILSAH, NEW DELHI - 110 065.
5 ADDL. R5 M.M.RAMACHANDRAN, AGED 79, S/O.LATE KAMALAKARA MENON, PERMANENT ADDRESS AT: MATHUKARA MOOTHEDATH HOUSE, KOTTAPPURAM ROAD, THRISSUR-680 004, KERALA PRESENT ADDRESS AT: APARTMENT NO.G 23, BUILDING NO.1B, AI KHALIL HEIGHTS, DUBAI (UNITED ARAB EMIRATES)
6 ADDL. R6.ATLAS JEWELLERY PRIVATE LTD DOOR NO.XI/305 H NEAR FEDERAL BANK LTD., OPP.CIAL, VAPPALASSERY P.O., NEDUMBASERRY, ANGAMALLY-683 572.
KERALA, REPRESENTED BY ITS DIRECTOR, MR.M.M.RAMACHANDRAN, (ADDL.R5 & R6 ARE IMPLEADED AS PER ORDER DATED 10-12-2021 IN IA 3/2021.
BY ADVS.
SRI.R.PRASANTH KUMAR, CGC SRI.JOSE JOSEPH, SC, FOR INCOME TAX K.M.JAMALUDHEEN MARTHANDA VARMA PANDALAI.K SRI.P.K.RAVINDRANATHA MENON (SR.)
RAJU JOSEPH (SR.)
CHRISTOPHER ABRAHAM RAJU JOSEPH- SR.COUNSEL FOR R3 THIS WRIT PETITION (CIVIL) HAVING COME UP FOR ADMISSION ON 10.08.2023, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:
JUDGMENT
Dated this the 10th August, 2023 This writ petition has been filed under Article 226 of the Constitution of India, impugning Ext.P5 order directing the petitioner Bank to remit the amount as per Section 226(3) of The Income Tax Act, 1961, towards the discharge of income tax liability by deceased M. M Ramachandran.
2.The ESCROW account was created by late M. M.
Ramachandran for acquisition of shares of ATLAS Group of Companies with the petitioner bank. The Securities and Exchange Board of India (‘the SEBI’ for short), did not allow the public for buying the shares of group of companies vide order dated 17.06.2021 in Ext.R3(S).
In view of the aforesaid observations and findings, in exercise of the power conferred under Section 19 of the Securities and Exchange Board of India Act, 1992 read with Sections 11(1) and 11B(1) of the SEBI Act read with Regulation 32 of the Takeover Regulations, hereby issue the following directions:-
94.1. Atlas Jewellery Pvt. Ltd., Al Juraina Precious Metals & Bullions, Al Layyah General Trading, Al Mareiha Precious Metal and Bullions and Mankool General Trading shall joint and severally make a public announcement to acquire shares of the Target Company in accordance with the applicable provisions of the Takeover Regulations, within a period of 45 days from the date of this Order. It is once again reiterated that the aforementioned Noticees are permitted to use the money lying in the escrow account to meet their Open Offer obligations.
94.2. The Noticees mentioned at sub paragraph 94.1 shall, along with consideration amount, will pay, as per the ratio of, judgment of Hon'ble SC in Clariant International Limited and another vs. SEBI [Appeal (Civil) No. 3183/2003], simple interest at the rate of 10% per annum from the trigger date on the Open Offer price at which they were supposed to make the Open Offer when they had triggered regulation 3(2) of Takeover Regulations, till the date of payment of consideration to the shareholders other than Promoters and the four Dubai based companies, who were holding shares in the Target Company on the trigger date and continued to hold shares till the date of public announcement to be made by the Noticees mentioned at sub paragraph 94.1 and whose shares have been accepted in the current Open Offer directed to be made in this Order, after adjustment of dividend, if any, paid.
95. Further, I, in exercise of the powers conferred upon me in terms of Section 19 read with Sections 11(1), 11(4) and 11B (1) of the Securities and Exchange Act, hereby direct the following:
95.1. Atlas Jewellery India Ltd.
95.1.1. Atlas Jewellery India Ltd. is hereby directed to comply with the minimum public shareholding norms within six months from the completion of the current Open Offer directed in this Order.
95.1.2. For the violation of clause 35 of the Listing Agreement and regulation 72 (1)(c) of ICDR Regulations, Atlas Jewellery India Ltd., is hereby debarred from accessing the securities market for a period of one year from the date of this order except for the complying with the minimum public shareholding norms as directed in this Order.
95.2.Mr. M.M. Ramachandaran
95.2.1. He is hereby restrained from accessing the securities market, from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, for a period of two years from the date of this order except for the purpose of complying with the minimum public shareholding norms as directed in this Order. 95.2.2. He is further restrained from being associated with any listed company except AJIL or any SEBI registered intermediary, in any capacity including as a Director or key managerial person, directly or indirectly, from the date of this Order till the completion of period of two years from the date of this order.
95.2.3. With respect to the violation of regulation 25 (1) of Takeover Regulations read with regulation 25 (5) of Takeover Regulations, in the fac
