October 25, 2002
PR No. 237/2002


Securities and Exchange Board of India (SEBI) carried out investigations into the possible violations of the SEBI (Substantial Acquisition of Shares and Takeovers ) Regulations, 1997 (hereinafter referred to as "Regulations") in the matter of acquisition of shares of M/s. BSEL Information Systems Ltd. (M/s. BSEL) by a group of related entities during the year 1997. 

The investigation of SEBI has revealed that M/s. Contact Consultancy Services Pvt. Ltd. (hereinafter referred to as "the Acquirer"), and M/s. Total Network Solution Ltd., M/s. Black More Investment & Trading Co. Pvt. Ltd., M/s. Pravara Commercial Pvt. Ltd., M/s. Relaxed Packagers Pvt. Ltd., M/s. Poornima Commercial Pvt. Ltd., M/s. Consistent Packagers Pvt. Ltd., M/s. Pleasant Packaging Co. Pvt. Ltd., M/s. Sentosa Investment and Trading Co. Pvt. Ltd., M/s. Timber Hill Engineers Pvt. Ltd and M/s Beachcraft Investment and Trading Co. Pvt Limited (hereinafter collectively referred to as "persons acting in concert") acquired 31.560% shares of M/s. BSEL on 1.4.97. 

The shareholding of the Acquirer and the persons acting in concert increased from 30.04% (pre-acquisition) to 61.6 % (Post acquisition) in M/s. BSEL i.e. beyond the permissible limit of 2% as provided in sub regulation (1) of Regulation 11 thereby violating the provisions of sub regulation (1) of Regulation 11 and by failing to make Public Announcement, which was to be made within four working days of 01.4.97, violated the provisions of Regulation 14(1) of the said Regulations. 

The Acquirer has admitted to have violated the above provisions of the Takeover Regulations, 1997. 

SEBI has considered all the relevant facts of the case and vide its Order dated October 23, 2002, SEBI has directed the Acquirer to make a public announcement, as required under Chapter III of the said Regulations in terms of sub regulation (1) of regulation 11, taking 1/4/97 as the reference date for calculation of offer price, within 45 days of passing of this order and to pay interest @ 15% p.a. to the shareholders for the loss of interest caused to the shareholders from 1/8/1997 till the date of actual payment of consideration to the shareholders, who may tender the shares in the offer.