BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI

                    Appeal No. 26 of 2013  

                             Date of decision: 22.02.2013  

M/s. Gillete India Ltd.
P&G Plaza, Cardinal Gracias Road,
Chakala, Andheri (East),
Mumbai – 400 099.

… … Appellant

Versus

1. Securities and Exchange Board of India
   SEBI Bhavan, Plot No. C-4A, G Block,
   Bandra Kurla Complex, Bandra (East),
   Mumbai – 400 051.
2. Procter & Gamble India Holdings B.V
   Watermanweg 100,
   3067 GG Rotterdam,
   Netherland.
3. Shri S. K. Poddar
   Hongkong House,
   31, Dalhousie Square(S),
   Kolkata 700 001.

…… R s

Mr. Janak Dwarkadas, Senior Advocate with Mr. Somasekhar Sundaresan,

Mr. Abhishek Venkataraman, Advocates for the Appellant.

Mr. Shiraz Rustomjee, Senior Advocate with Mr. Ajay Khaire, Advocate for

Respondents.

CORAM : P. K. Malhotra, Member & Presiding Officer ( Offg .)
Jog Singh, Member

Per : P. K. Malhotra (Oral)

With the consent of learned senior counsel for the parties, the case is being

disposed of at admission stage because we are of the view that the matter needs to be

remanded to the Securities and Exchange Board of India (the Board) for passing a

reasoned order.

2. The appellant approached the Board by its letter dated October 10, 2012 filing

an application under paragraph 3 of the circular dated August 29, 2012 read with the

2

Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 in

connection with the minimum public shareholding requirements. The said request

was considered by the Board and, by its letter dated November 7, 2012, the Board

conveyed to the appellant that the transactions proposed in their letter are not

considered as acceptable means of achieving minimum public shareholding

requirements in terms of Rule 19A of the Securities Contracts (Regulation) Rules,

1957. The grievance of the appellant is that the request made by the appellant has

been summarily rejected without assigning any reasons.

3. Having heard learned counsel for the parties, we are in agreement with

learned senior counsel for the appellant that if the request contained in the letter dated

October 10th/11th, 2012 submitted by the appellant did not find favour with the Board,

the reasons therefor should have been conveyed to the appellant. We, therefore,

direct the Board to consider the present appeal as a representation made before the

Board and, after considering the representation, pass a speaking order on the request

made by the appellant in accordance with law. It is made clear that we are not

expressing any view on the merits of the case.

The appeal stands disposed of accordingly with no order as to costs.

Sd/-
P. K. Malhotra
Member &
Presiding Officer ( Of fg .)

Sd/-
Jog Singh
Member

22.02.2013
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