LAUREL ENERGETICS PVT. LTD.versusSECURITIES AND EXCHANGE BOARD OF INDIA

                       [2017] 5 S.C.R. 1005



               LAUREL ENERGETICS PVT. LTD.                           A
                                v.
      SECURITIES AND EXCHANGE BOARD OF INDIA
                  (Civil Appeal No. 5675 of 2017)
                          JULY 13, 2017                              B
    (R; F. NARIMAN AND SANJAY KISHAN KAUL, JJ.(
       SEBI Substantial Acquisition of Shares and Takeover
Regulations, 2011: Regn. 10 - Interpretation of - Acquisition of
shares made through inter se transfers amongst promoters - Public
announcement - Open offer made for acquisition of equity shares
                                                                      c
of the Target Company from the equity shareholders of the Target
Company at the price of Rs.3.20 per share - Exemption provisions
in Regn. 10, applicability of - SEBI held that tl2e exemption
provisions in Regn. l 0 would not apply to 2014 acquisition, as a
result of which the price of Rs.3.20 per share was not accepted and D
the higher price of Rs.6.30 would have to be paid to equity
shareholders of the Target Company - In appeal, the appellate
tribunal held that -Regn. JO did not exempt the acquisitions of 2014,
as a result of which the price payable per share necessarily became
Rs.6.30 instead of Rs.3.20 per share - Interference with - Held:
                                                                      E
Not called for - For application of exemption under Regn. 10,
persons must be promoters of the target Company for not less than
three years prior to the proposed acquisition - On facts, the
information memorandum having been filed on 191" July, 2012
pursuant to which listing took place one day later and three years
did not elapse on 91101" July, 2014, the date on which the earlier F
purchase of shares took place.
       Company laws: Lifting of the corporate veil - Under Regn.
10, in certain specified circumstances - Explained- SEBI Substantial
Acquisition of Shares and Takeover Regulations, 2011.
      Dismissing the appeals, the Court                              G
       HELD: 1.1 On a plain reading of Regulation 10 of the SEBI
Substantial Acquisition of Shares and Takeover Regulations, 2011,
it is clear that persons must be named as promoters in the
shareholding pattern filed by the "Target Company". The Target
                                                                     H
                                1005
1006           SUPREME COURT REPORTS                      [2017] 5 S.C.R.



 A     Company is separately defined by the 2011 Regulations in
       paragraph 2(z). The Target Company means a company whose
       shares are listed on a Stock Exchange. On facts, shares of 'R'
       Company, were listed on the two Stock Exchanges. It is clear
       from Regulation 10 that persons named as promoters in the
       shareholding pattern filed by the 'R' Company in terms of the
 B
       listing agreement between the two Stock Exchanges is what is to
       be looked at. And for this purpose persons must be promoters of
       the 'R' Company for not less than three years prior to the proposed
       acquisition in order that the exemption under Regulation 10 would
       apply. On facts, the information memorandum having been filed
 c     on 19'" July, 2012 pursuant to which listing took place one day
       later, is the relevant date from which this period is computed.
       This being the case, three years had not elapsed on 9/lO'h July,
       2014, which was the date on which the earlier purchase of shares
       had taken place. [Paras 11, 121 [1012-C, E-GI
 D        1.2 It is seen in some of the other clauses contained in
   Regulation 10 that the corporate veil is lifted in certain specified
   circumstances. A reading of Regulation 10 (iii) would show that
   holding companies and their subsidiaries are treated as one group
   subject to control over such companies being exclusively held
   by the same persons. This shows that it has been statutorily
 E recognized in sub regulation (iii) that in a given situation viz
   holding subsidiary relationship, the corporate veil would be lifted.
   It is clear that sub regulations (iv) and (v) follow the pattern
   contained in sub regulation (ii) in as much as when it comes to
   persons acting in concert, the period should be not less than
 F three  years prior to the proposed acquisition, and disclosed as
   such pursuant to filings under the listing agreement. Also, when
   it comes to shareholders of a target company who have been
   persons acting in concert for a period of not less than three years
   prior to the proposed acquisition and are disclosed as such
   pursuant to filings under the listing agreement, the corporate
 G veil is not lifted. The difference between sub regulations (ii), (iv)
   and (v) on the one hand, and sub regulation (iii) on the other,
   again shows that it is impermissible for the court to lift the
   corporate veil, either partially or otherwise, in a manner that would
   distort the plain language of the regulation. Where the corporate
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    LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                            1007
             EXCHANGE BOARD OF INDIA

veil is to be lifted, the regulation itself specifically so states. (Paras   A
19-21] [1014-F-G; 1015-A-EI
       1.3 It is not possible to construe the regulation in the light
of its object, when the words used are clear. This statement of
the law is of course with the well known caveat that the object of
a provision can certainly be used as an extrinsic aid to the                 B
interpretation of statutes and subordinate legislation where there
is ambiguity in the words used. The literal language of the
regulation is clear and beyond any doubt. The language of sub
regulation (ii) becomes even clearer when it is contrasted with
the language of sub regulation (iii). In view thereof, the conclusion
in the appellate tribunal's judgment, cannot be faulted with. [Paras         C
28-30] [1017-F-G; 1018-A-B]
      Mis. Utkal Contractors and Joine1y (P) Ltd. And others
      VS. State of Orissa 1987 (Suppl.) sec 751 : (1988(
      SCR 314 - relied on.
                                                                             D
      Madras Bangalore Transport Co.(West) Vs. lnder Singh
      And Others (1986) 3 SCC 62 - distinguished.
      Sail Nagjee Purushotam & Co. Ltd. Vs. Vimalabai
      Prabhulal and Others (2005) 8 SCC 252 : (2005] 3
      Suppl. SCR 973 - referred to.
                                                                             E
                         Case Law Reference
 (1986) 3 sec 62                     distinguished          Para 23
 [2005] 3 Suppl. SCR 973             referred to            Para 24
 [1988] SCR 314                      relied on              Para 26
                                                                             F
      CIVIL APPELLATE JURISDICTION : Civil Appeal No. 5675
of 2017.
     From the Judgment and Order dated 05.04.2017 of the Securities
Appellate Tribunal, Mumbai in Appeal No. 124 of2016
                                     WITH                                    G
       C. A. No. 5694 of2017.
      K. V. Vishwanathan, Sr. Adv., V. P. Singh, Paresh Lal, A. Jha,
S. Buxy, Somasekhar Sundaresan, Ms. Anannya Ghosh, Advs. for the
Appellant.
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1008            SUPREME COURT REPORTS                          [2017] 5 S.C.R.


 A           Arvind P. Datar, Sr. Adv., Pratap Venugopal, Ms. Surekha Raman,
       Ms. Niharika, Aman Shukla, Ms. Kanika Kalaiyarasan (For Mis. K. J.
       John and Co.), Advs. for the Respondent.
             The Judgment of the Court was delivered by
              R. F. NARIMAN, J. I. The present appeals relate to an
 B     interesting question regarding the interpretation of Regulation 10 of the
       SEBI Takeover Regulations of 2011.
               2. The factual backdrop in which the present controversy arises
       is that Indiabulls Real Estate Ltd. (hereinafter referred to as "IBREL")
       was incorporated as a Public Limited Company on 4'h April, 2006, which
 c     carried on the business ofreal estate. It was later listed on the National
       Stock Exchange as well as the Bombay Stock Exchange in 2007. We
       are further informed that the aforesaid company entered into the business
       of generating power thereafter, in the year 2009. The appellant herein
       was incorporated as a private Ltd. Company, being a wholly owned
 D     subsidiary of Nettle Construction Pvt. Ltd., some time in 2010. This
       Company in turn, was wholly owned by Mr. Rajiv Rattan. Both the
       Appellant and Raj iv Rattan were listed as promoters of the said company
       in IBREL in the Annual Report for the Financial Year 2009-2010.
             3. For the purpose of disposing of the present appeals, the "Target
 E     Company" is Rattan India Infrastructure Ltd. It was originally
       incorporated as a wholly owned subsidiary oflBREL on 91hNovember,
       2010 with a different name which is not material for the purpose of
       these appeals.
              4. In 2011, the Board of Directors of IBREL framed a demerger
       scheme by which the power business of the company would be demerged
 F
       and would vest in the Target Company. The High Court of Delhi
       sanctioned the aforesaid demerger by its judgment and order dated l 7'h
       October, 2011. What is important for the purpose of this appeal is that
       on 19'h July, 2012, an information Memorandum in terms of the listing
       agreement was filed by the Target Company, pursuant to which it was
 G     actually listed on the Bombay Stock Exchange and the National Stock
       Exchange on 2011' July, 2012. The appellant acquired 18% of the equity
       share holding of the target company at a price of Rs.6.30 per share
       some time in July, 2014. It made certain other purchases with which we
       are not concerned, because the price paid for those acquisitions was
       less than Rs.6.30 per share.
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    LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                           1009
     EXCHANGE BOARD OF INDIA [R. F. NARIMAN, J .]

       5. On 2Q•h October, 2015 Laurel and Arbutus Consultancy LLP A
along with various other entities, who were persons acting in concert,
made a public announcement under Regulation 15(1) of the SEBI
Substantial Acquisition of Shares and Takeover Regulations, 2011 when
an open offer was made for acquisition of35,93,90,094 equity shares of
the Target Company from the equity shareholders of the Target Company
                                                                         B
at the price ofRs.3.20 per share. Necessary formalities were observed
thereafter, but by a letter dated 4'h December, 2015, SEBI observed that
the exemption provisions contained in Regulation 10 would not apply to
the 2014 acquisition, as a result of which the price ofRs.3.20 per share
was not accepted and the higher price of Rs.6.30 was stated to be an
amount that would have to be paid to the equity shareholders of the c
Target Company. By a letter dated s•h May, 2016, containing SEBI's
Order, SEBI stated:
       "It has been observed that the acquisitions made through inter
       se transfers amongst promoters on July 9, July 10, 2014
       September 5, 2014, and October 20, 2014, were not exempted           D
       from open offer obligations. You are advised to revise the Offer
       Price accordingly. Further, along with the consideratibn amount,
       you are advised to pay a simple interest of 10% per annum from
       the scheduled date of payment of consideration based on these
       triggering dates to the actual date of payment of consideration to
       the shareholders who were holding shares in the Target Company       E
       on the date of violation and whose shares are accepted in the
       Open Offer, after adjustment of dividend paid, if any. You are
       also advised to enhance the financial arrangements and the
       amount maintained in the escrow account in terms of the revised
       Offer Price and the revised Offer Size, if any."                     F
      6. From the aforesaid order, the Appellate Tribunal dismissed an
appeal on 5•h April, 2017, holding that Regulation 10 did not exempt the
acquisitions of 2014, as a result of which the price payable per share
necessarily became Rs.6.30 instead of Rs.3 .20 per share. The
correctness of the aforesaid order is now before us.                        G
      7. Shri K.V. Vishwanathan, learned senior counsel appearing on
behalf of the appellant, has taken us through the Appellate Tribunal
judgment as well as various other documents. lt is his submission that
Regulation 10 must be construed taking into account its object, and when
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1010            SUPREME COURT REPORTS                            [2017] 5 S.C.R.



 A     this is done, it is clear that the promoters for IBREL, being the same
       right from the date of its incorporation, and by continuing as such even
       after the demerger into the present Target Ccimpany, the Regulation
       should be read in accordance with the object sought to be achieved,
       which is that where there is stability in the Company and the promoters
       in that Company do not change for a period of three years or more, inter
 B
       se transfers between them at prices agreed to between them should be
       exempt from the aforesaid 2011 Regulations. For this purpose, he referred
       us to the earlier Regulations which are in pari materia with the 2011
       Regulations and also took us through the Achuthan Committee Report
       dated 19'11 July, 2010. He also placed great emphasis on the Bhagwati
 c     Committee Report which shows that the object of.Regulation 10 is not
       to penalise persons who had remained in control of a particular business
       entity, notwithstanding that it may ultimately change form. His argument
       was that had no demerger taken place, it would be clear that the
       promoters of IBREL, having been promoters for over three years, would
       be exempt from the Takeover Regulations, in which case the 2014
 D
       purchases could not be taken into account for the purpose of the present
       open offer. He has also taken us through the various judgments of this
       Court dealing with analogous situations in which a mere change in form
       from a partnership film into a limited company would not necessarily
        lead to the conclusion that, under various State Rent Acts, a sub-tenancy
 E      had taken place. According to him, these judgments would apply on the
       facts of the present case inasmuch as, at no point of time, have the
        promoters of the power business of IBREL and now of Raj iv Rattan
        ever changed.
              8. As against the said arguments, Shri Arvind P. Datar, learned
 F     senior counsel appearing on behalf of the respondent SES!, has argued
       before us that there is no necessity to interfere with the well reasoned
       Appellate Tribunal judgment, which according to him ought not to be
       interfered with unless found to be perverse under 15-Z ofthi;; SEBI Act.
       Also, according to him, it is not possible to go to the object of a provision
       when the language of the said provision admits ofno doubt. Therefore,
 G     according to him, the Tribunal judgment ought not to be interfered with.
              9. Having heard learned counsel for both parties, it is necessary
       to first set out the relevant Regulation of the 1997 predecessor
       Regulations. Regulation 3 states:

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   LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                            1011
    EXCHANGE BOARD OF INDIA [R. F. NARIMAN, J.]

       "3. (1) Nothing contained in regulations 10, 11and12 of these        A
       regulations shall apply to:
       (e) inter se transfer of shares amongst-
       [(i) group coming within the definition of group as defined in the
       Monopolies and Restrictive Trade Practices Act, 1969 (54 of
       1969) where persons constituting such group have been shown          B
       as group in the last published Annual Report of the target
       company;]
       (ii) relatives within the meaning of section 6 of the Companies
       Act, 1956(1 of1956);
                                                                            c
       (iii) (a) [Qualifying Indian promoters] and foreign collaborators
       who are shareholders;
       (b) [qualifying promoters]:
           Provided that the transferor(s) as well as the transferee(s)
       have been holding shares in the target company for a period of       D
       at least three years prior to the proposed acquisition.]
          [Explanation- For the purpose of the exemption under sub-
       clause (iii) the term ["qualifying promoter"] means-
       (i) any person who is directly or indirectly in control of the
                                                                            E
       company; or
       (ii) any person named as promoter in any document for offer of
       securities to the public or existing shareholders or in the
       shareholding pattern disclosed by the company under the
       provisions of the Listing Agreement, whichever is later;"
                                                                             F
      10. The present Regulation with which we are directly concerned
is Regulation 10, the relevant part of which is set out hereunder:
GENERAL EXEMPTIONS
       10.(1) The following acquisitions shall be exempt from the
       obligation to make an open offer under regulation 3 and regulation   G
       4 subject to fulfillment of the conditions stipulated therefor,-
          (a) acquisition pursuant to inter se transfer of shares amongst
       qualifying persons being,-

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1012            SUPREME COURT REPORTS                           [2017] 5 S.C.R.


 A             (i) immediate relatives;
               (ii) persons named as promoters in the shareholding pattern filed
               by the target company in terms of the listing agreement or these
               regulations for not less than three years prior to the proposed
               acquisition;"
 B            11. lt is important to first read the general exemption provision by
       itself. What has been stressed by Shri K. V. Vishwanathan, learned
       senior counsel for the appellant, is that the acquisition must be pursuant
       to inter se transfer of shares amongst qualifying persons who, for our
       purposes, are persons who are promoters of a particular entity. On a
 c     plain reading of the provision, it is clear that persons must be named as
       promoters in the shareholding pattern filed by the "Target Company".
       The Target Company is separately defined by the 2011 Regulations in
       paragraph 2(z) thereof as follows:
               2(z) "target company" means a company and includes a body
               corporate or corporation established under a Central legislation,
 D
               State legislation or Provincial legislation for the time being in
               force, whose shares are listed on a stock exchange;"
          12. In so far as the facts of the present case are concerned, the
   definition that we are concerned with is that of a company, and not any
   other corporate entity. For the purpose of the present case, the Target
 E Company, therefore, means a company whose shares are listed on a
   Stock Exchange. This would mean, on the facts of the present case, the
   Rattan Company, whose shares are listed on the two Stock Exchanges
   as mentioned above. Coming back to Regulation I 0, it is thus clear that
   persons named as promoters in the shareholding pattern filed by the
 F Rattan Company in terms of the listing agreement between tho;: two
   Stock Exchanges is what is to be looked at. And for this purpose persons
   must be promoters of the Rattan Company for not less than three years
   prior to the proposed acquisition in order that the exemption under
   paragraph 10 would apply. On the facts of this case, therefore, the
   infonnation memorandum having been filed on 19'11 July, 2012 pursuant
 G to which listing took place one day later, is the relevant date from which
   this period is computed. This being the case, three years had not elapsed
   on 9/lO'h July, 2014, which was the date on which the earlier purchase
   of shares had taken place.


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    LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                              1013
     EXCHANGE BOARD OF INDIA [R. F. NARIMAN, J.]

      13. However, Mr. Vishwanathan has argued that Regulation 10              A
should be read in the light of its object and has made three distinct
submissions in this behalf. He argued, based on the Reports of two
committees and further on the basis of Regulation 10 itself, that it would
be permissible for us to get to the real state of affairs, which is that the
promoters, having been the same since the inception of IBREL, we
                                                                               B
should read this provision so as to confer a benefit that was sought to be
conferred by the framers of the Regulation.
         First, the two Reports:
          14. When we tum to the Bhagwati Committee Report of2002,
so far as inter se transfers wery concerned, commenting on Regulation          c
3 of the 1997 Regulations, it was noted as under :
         "The Committee noted that the Regulation 3 exempt acquisitions
        through inter se transfers among group companies, relatives and
        promoters. There may not be any cause for concern in respect
        of inter se transfers amongst group and relatives as in such cases,    D
        the control continues to remain with the group. However the
        issue assumes significance when it involves interse transfers
        amongst promoter groups such as between a foreign collaborator
        and an Indian promoter or between two groups of Indian
        promoters. In such cases, there is bound to be perceptible change
        in control. The Committee noted that the arguments raised in           E
        such cases are that while the shareholder with substantial holding
        gets an exit, sometimes at very high prices, the other shareholders
        are denied such benefit. It is also possible that in such cases, the
        investment was made by the shareholder on the strength of the
        existing shareholder with substantial holding. There was a strong      F
        feeling that in such cases of transfers, there should be a
        requirement of compulsory open offer."
       15. Finally, the Committee recommended that as regards inter
se transfers amongst promoters, the existing provisions may continue.
Indeed, therefore, there is no difference in the Regulations of 1997, and
                                                                               G
the Regulations of 2011 so far as transfers among promoters is
concerned, especially after the explanation that was added to Regulation
3 in 2005. It is significant to notice that the Committee did not positively
state that Regulation 3 should be constrned in any particular manner,
except to state that there is no cause for concern in respect of inter
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1014             SUPREME COURT REPORTS                             [2017] 5 S.C.R.


 A     se transfer within the group if control continues to remain within the
       group.
           16. Coming to the Achuthan Committee Report of 2010, this
       Committee noted :
                "In respect of inter-se transfers amongst certain "qualifying
 B             parties" as listed and defined under the Takeover Regulations,
               the Committee recommends that, in order to curb the abuse of
               introduction of new entities as qualifying parties, in most cases a
               requirement of pre-existing relationship of at least three years
               has been prescribed. In particular, the current exemption on Group
 c             Companies which does not have this three year requirement has
               been restricted to transfers between co-subsidiaries and their
               parents where there is no change in control"
              17. In a significant sentence, however it stated that :
                 "However, ifthe schemes do not really involve or deal with the
 D             target company per se, and an acquisition of shares or voting
               rights in, or control over the target company were to take place
               beyond the thresholds specified for the open offer obligations, as
               a consequence of the main scheme, the treatment should be
               different."
 E            18. Although, it is true that this Committee's recommendations do
       disclose that the object of the regulation is to curb the abuse of introduction
       of new entities as qualifying parties, this again is tempered with a later
       sentence which states that if schemes do not really involve or deal with
       a target company per se, then only would the treatment of such open
       offer obligations be different.
 F
              19. When we come to Regulation 10 itself, and we see some of
       the other clauses contained in the regulation, with which we are not
       directly concerned, the corporate veil is lifted in certain specified
       circumstances. Sub regulation (iii) is set out hereinunder:
 G              "(iii) a company, its subsidiaries, its holding company, other
               subsidiaries of such holding company, persons holding not less
               that fifty per cent of the equity shares of such company, other
               companies in which such persons hold not less than fifty per
               cent of the equity shares, and their subsidiaries subject to control

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    LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                                1015
     EXCHANGE BOARD OF INDIA [R. F. NARIMAN, J.]

        over such qualifying persons being exclusively held by the same          A
        persons;"
        20. A reading of this sub regulation would show that holding
companies and their subsidiaries are treated as one group subject to
control over such companies being exclusively held by the same persons.
This shows that it has been statutorily recognized in sub regulation (iii)       B
that in a given situation viz holding subsidiary relationship, the corporate
veil would be lifted.
        21. When we come to sub regulations (iv) and (v), it is clear that
these two sub regulations follow the pattern contained in sub regulation
(ii) in as much as when it comes to persons acting in concert, the period        c
should be not less than three years prior to the proposed acquisition, and
disclosed as such pursuant to filings under the listing agreement. Also,
when it comes to shareholders of a target company who have been
persons acting in concert for a period of not less than three years prior
to the proposed acquisition and are disclosed as such pursuant to filings
under the listing agreement, the corporate veil is not lifted. The difference    D
between sub regulations (ii), (iv) and (v) on the one hand, and sub
regulation (iii) on the other, again shows us that it is impermissible for the
court to lift the corporate veil, either partially or otherwise, in a manner
that would distort the plain language of the regulation. Where the
corporate veil is to be lifted, the regulation itself specifically so states.    E
For this reason also, it is a little difficult to accept Mr. Vishwanathan's
argument that a reading of the other sub regulations contained within
regulation 10(1 )(a) would further his argument in this case.
       22. We now come to the two judgments of this Court which were
cited before us in the context of Rent Acts. Chronologically, the first of        F
these judgments is "Madras Bangalore Transport Co.(West) Vs. Inder
Singh And Others" reported in (1986) 3 SCC 62. In this case, the
paragraph relied upon by Mr. Vishwanathan is paragraph 8, which is as
under:
         "As mentioned by us earlier, the Madras-Bangalore Transport
                                                                                  G
        Company (West) continued to be in occupation of the premises
        even after the Caravan Goods CatTier Private Limited came in.
        They never effaced themselves. The firm allowed Caravan
        Goods Carrier Private Limited Company, to function from the
        same premises but Caravan Goods Carrier Private Limited
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1016             SUPREME COURT REPORTS                            [2017] 5 S.C.R.



 A             though a separate legal entity, was in fact a· creature of the
               partners of Madras-Banglore Transport Company (West) and
               was the very image of the firm. The limited company and the
               partnership firm were two only in name but one for practical
               purposes. There was substantial identity between the limited
               company and the partnership firm. We do not think that there
 B
               was any sub-letting, assignment or parting with possession of ·
               the premises by Madras-Banglore Transport Company (West)
               to Caravan Goods Carrier Private Limited so as to attract Section
               14(1) (b) of the Delhi Rent Control Act. In the result the appeal
               is allowed with costs."
 c            23. It can be seen that a partnership firm became a limited company
       but, on facts it was found that since there was substantial identity between
       the limited company and the partnership firm, there was no subletting,
       assignment or parting with possession of the premises so as to contradict
       Section 14(l)(b) of the Delhi Rent Control Act.
 D            24. This case is wholly distinguishable from the present case as in
       the facts of the present case, the target company is clearly defined and
       "means" only Rattan Limited. To go behind Rattan Limited would not
       only be contrary to the clear language of Regulation 1O(l)(a) but would
       also introduce a concept viz lifting the corporate veil by the Court contrary
 E     to the Regulation itself, which, as has been pointed out above, also
       contains sub regulation (iii) which, in the circumstances specified, lifts
       the corporate veil.
              25. The second judgment cited before us "Sait Nagjee Purushotam
       & Co. Ltd. Vs. Vimalabai Prabhulal and Others" reported in (2005) 8
 F     sec 252 also does not take us further for the same reasons.
               26. In fact, even if we were to accept Mr. Vishwanathan's
        argument that the object of the regulation being that promoters should
       ·not keep changing, and if on facts it is found that the same set of promoters
       continue, we should .exempt such cases, this would not be possible for
 G     another good reason.
             27. In the case of "Mis. Utkal Contractors and Joinery (P) Ltd.
       And others vs. State ofOrissa" reported in i987 (Supp) SCC 751, a
       similar argument was turned down in the following terms :


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     LAUREL ENERGETICS PVT. LTD. v. SECURITIES AND                               IOI7
      EXCHANGE BOARD OF INDIA [R. F. NARIMAN, J.]

          "I I .Secondly, the validity of the statutory notification cannot be   A
        judged merely on the basis of Statement of Objects and Reasons
        accompanying the Bill. Nor it could be tested by the government
        policy taken from time to time. The executive policy of the
        government, or the Statement of Objects and Reasons of the
        Act or Ordinance cannot control the actual words used in the
                                                                                 B
         legislation. In Central Bank of India v. Workmen, S.K. Das, J.
        said:
        " ... The Statement of Objects and Reasons is not admissible,
        however, for construing the section; far less can it control the
        actual words used."
                                                                                 c
       12. In State ofWest Bengal v. Union oflndia, Sinha, C.J. observed:
         " .. .It is however, well settled that the Statement of Objects and
        Reasons accompanying a Bill, when introduced in Parliament,
        cannot be used to determine the true meaning and effect of
        substantive provisions of the statute. They cannot be used except        D
        for the limited purpose ofunderstanding the background and the
        antecedent state of affairs leading up to the legislation. But we
        cannot use this statement as an aid to the construction of the
        enactment or to show that the legislature did not intend to acquire
        the proprietary rights vested in the State or in any way to affect
        the State Governments' rights as owner of minerals. A statute,           E
        as passed by Parliament, is the expression of the collective
        intention of the legislature as a whole, and any statement made
        by an individual, albeit a Minister, of the intention and objects of
        the Act cannot be used to cut down the generality of the words
        used in the statute."                                                    F
       28. In the factual scenario before us, having regard to the aforesaid
judgment, it is not possible to construe the regulation in the light of its
object, when the words used are clear. This statement of the law is of
course with the well known caveat that the object of a provision can
certainly be used as an extrinsic aid to the interpretation of statutes and      G
subordinate legislation where there is ambiguity in the words used.
      29. As has already been stated by us, we find the literal language
of the regulation clear and beyond any doubt. The language of sub


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·A     regulation (ii) becomes even clearer when it is contrasted with the
       language of sub regulation (iii), as has been held by us above.
              30. Having gone through the appellate tribunal's judgment, we
       find that, for the reasons stated by us, we cannot fault its conclusion and
       accordingly the appeals stand dismissed.
 B

       Nidhi Jain                                                 Appeals dismissed.