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“LAW AS AN INSTRUMENT OF INDUSTRY’S INTERFACE WITH PROSPERITY-MERGER AND TAKE OVER CODES IN INDIA”

A Thesis

Presented to

Prof. N.K. Dhondy

Advocate Supreme Court

&

Faculty Member at Prin.LN. Wellingkar Institute of Management

Development &

Research

Mumbai

On

12th

December 2010

as

assignment for the Business Law for the

PGPMS Program
By

Mr. Parag. N. Jani

PGPMS 2010 -2012

Roll No.21.
CONTENTS

CERTIFICATE3

ACKNOWLEDGEMENT4

PROLOGUE5

CASE LAW INDEX6

Case 1: Daiichi Sankyo Vs Zenotech Laboratories Ltd.6

Case 2: Technip Vs South East Asia Marine Engineering and Construction Ltd (SEAMEC)6

Case 3: Phiroze Sethna Pvt. Ltd Vs SEBI6

PRIME TIME MATTER7

EPILOGUE38

SELECT BIBLOGRAPHY40

CERTIFICATE

I Nadirsaw K. Dhondy, Advocate Supreme Court have examined thesis of Mr. Parag. N. Jani who is enrolled at the Prin. L.N. Wellingkar Institute of Management Development and Research in batch PGPMS 16 for the academic year 2010-12 at unique Roll No. 21.

He completed his thesis entitled ‘Law as an instrument of industry’s interface with prosperity-merger and take over codes in India’ in part fulfillment of final examination of Business Law subject and has been rated to receive________ marks out of 40.

Dated 12th day of December 2010

Signature

Nadirshaw K. Dhondy, Advocate Supreme Court and
Director Special Projects
Signature

Parag. N. Jani
Roll No. 21
PGPMS 16

ACKNOWLEDGEMENT

I Parag Jani, take this opportunity to thank to Prof. N. K. Dhondy, Advocate Supreme Court and Director Special Projects, who has been the faculty for Business Law at Prin. L.N. Wellingkar Institute of Management Development and Research. Thank you Sir for sharing your wisdom and knowledge with students like me. Attending your sessions has resulted in a substantial increase in my knowledge and understanding of the subject.

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PROLOGUE

In this thesis, I have tried and established the fact that how the law and regulatory bodies such as SEBI plays an instrumental role in ensuring industry’s interface with prosperity. I have primarily focused on how SEBI’s Substantial Acquisition of Shares and takeover codes since 1992 has helped to ensure investors’ interest while ensuring prosperity of industry and nation as a whole.

I have studied the relevant court cases of Daiichi Sankyo Vs Zenotech Laboratories Ltd, Technip Vs South East Asia Marine Engineering and Construction Ltd (SEAMEC) and Phiroze Sethna Pvt. Ltd Vs SEBI cases that triggered and challenged the SEBI’s takeover code of 1997 and 2002. These cases highlight how SEBI’s takeover codes have helped Supreme Court to form the bases of its judgment. At the same time we also noticed that these codes and provisions were also subject to certain loopholes, as a result of which certain organizations have managed to take the advantage of it. I have also studied the few other cases which highlight the limitation of SEBI’s takeover codes and how SEBI has to constantly revise them over a period of time.

Despite these limitations, SEBI has done a commendable job in laying down comprehensive takeover guidelines which has changed the face of India’s Merger and acquisition activity.

CASE LAW INDEX

Case 1: Daiichi Sankyo Vs Zenotech Laboratories Ltd.

Case 2: Technip Vs South East Asia Marine Engineering and Construction Ltd (SEAMEC)

Case 3: Phiroze Sethna Pvt. Ltd Vs SEBI

PRIME TIME MATTER

Case Law: Daiichi Sankyo Vs Zenotech Laboratories Ltd (case 1)

Case Subject: Triggering of Takeover Code relating “Person acting in concert”

Introduction:

The Hon’ble Supreme Court (SC) of India in the case of Daiichi Sankyo Ltd vs. Zenotech Laboratories Ltd, set aside the judgment of the Securities Appellant Tribunal (SAT) after analyzing in detail the meaning of...
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