Interpretation Of ‘Control': An Uncontrolled Increase In Ambiguity?

• SEBI issues self-contradictory order in relation to 'control' under the takeover regulations
• Obiter dictum suggests that obtaining affirmative rights are not to be viewed as acquisition of 'control'
• Whole-time member shies away from directly deciding on aspect of 'control' on grounds of irrelevance, while simultaneously indirectly ratifying that there was an acquisition of 'control'.

The interpretation of 'control' under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Code 2011") and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Takeover Code 1997") has thus far stood on watery ground; in particular, 'affirmative voting rights' and 'control' have shared a tempestuous relationship, with no clear stance having been taken by the apex court till date, even though debates have done the rounds among various stakeholders for over two decades. Though the determination came up before the