Shri P. S. Raman, learned Counsel appearing for the Appellants explained the factual position of acquiring shares of Damania Airways Ltd, the change in the constitution of the Board of Directors of the said company and of the acquirers making public offer to acquire 64,66,800 shares of Damania Airways. Learned Counsel referred to the copy of the "Letter of offer" dated 12.1.1996 issued for the purpose and submitted that the Appellants are not acquirers, that the names of the acquirers have been clearly stated in the "Letter of offer" viz. "Mr. Ravi Prakash, Mr. Ratan Kumar, Mr. Madhu Sudan, Mr.Raj Kumar and Tirupathi Kumar". He submitted that nowhere in the ‘Letter of offer’ the Appellants have been shown as acquirers or as persons acting in concert. He further submitted that the Appellant No.3 is in fact the target companay, and cannot by any standard be considered as an acquirer or person acting in concert. Learned Counsel referred to the definition of the expression "acquirer" and "persons acting in concert" in the Takeover Regulations and also the requirement of furnishing details of the persons acting in concert thereunder. Shri Raman further submitted that, from the scheme of the Takeover Regulations it is evident that ‘acquirer’ and ‘persons acting in concert’ are separate and distinct entities and this distinction is clear from the separate definitions of these expressions provided in the Takeover Regulations. He submitted that the Respondent has ignored the distinction provided by law and has wrongly viewed the Appellants as acquirers and proceeded against them. He reiterated that the Appellants are neither acquirers nor persons acting in concert. Learned Counsel submitted that the Appellants are widely held public limited companies. They are distinct and separate legal entities from the acquirers. According to the learned Counsel, the Respondent issued show cause notices to the five acquirers mentioned in the "Letter of Offer" , that these notices are dated 2.8.1996 and identical in substance, that no notice was addressed to the Appellants. He referred to the notice addressed to one of the acquirers viz Ravi Prakash Khemka (copy filed with the appeal memorandum) and submitted that the notice is to "Shri Ravi Prakash Khemka, Chairman, NEPC Micon Ltd., 36, WallajahRoad, Madras – 600 002". Refuting the Respondent’s contention that the said notice is to the Appllents as well, Shri Raman submitted that from the text of the notice it is clear that the notice is directed to Shri Ravi Prakash Khemka, in his individual capacity as the acquirer. In this context in support of the contention that the notice is directed only to the person concerned he referred to the charge therein that "you in concert with others acquired 12,50,000 equity shares of Damania Airways Ltd……. you made a public offer to acquire shares for the remaining shareholders of the company ….you have failed to make payment to the shareholders within the stipulated time…" Learned Counsel further referred to the ‘show cause portion’ in the notice that "you are advised to show cause within 15 days of receipt of the notice as to why appropriate action should not be initiated against you………"(emphasis given) He submitted that the Appellants did not acquire shares, that there is not even a wisper in the notice alleging that the Appellants funded the acquisition of the shares by the ‘acquirers’. He further submitted that in the entire notice the reference "you" is to Shri Ravi Prakash Khemka, and the charge is specific to his failure to make
