There was an inter-se transfer of shares of 0.30% between 2 (two) promoters. However, as a result of the inter-se transfer, the shareholding of one of the promoters (i.e. the purchaser) ("Noticee") increased from 24.74%

The facts given in the question are similar to a SEBI order in the matter of M/s. Patels Airtemp (India) Ltd, July 25, 2018 . SEBI held that the 2 (two) promoters in this case cannot be held to be 'persons acting in concert' because the persons must have a common objective or purpose of acquisition of shares or voting rights. In the instant case, the acquisition in question was an inter se transfer of shares from one promoter entity to another promoter entity, which implies that the promoter entities, including the Noticee, did not have a common objective or purpose of acquisition but were rather acting in opposite directions, where one promoter entity had purchased the shares and another entity had sold the same shares. Hence, SEBI rejected the Noticee's claim that it was acting in concert with other promoter entities, while acquiring the said shares. Since the Noticee had acquired shares as a result of which its individual shareholding had increased from 24.74% to 25.04% of the total shareholding of the Target Company (even though the overall shareholding of the promoter group remains unchanged), the threshold limit provided under regulation 3(1) of the Takeover Regulations was breached. SEBI ordered the Noticee to make an open offer and also pay interest @ 10% (ten percent) per annum along with the offer price to the public shareholders. Aggrieved by the SEBI order Noticee filed an appeal with Securities Appellate Tribunal (SAT). The appeal was partly allowed by SAT and directed the to make public announcement to acquire shares of the target company and to pay interest at the rate of 10 percent as detailed in the order is hereby set aside. Instead it is hereby directed that the appellant shall transfer 2000 shares in open market within a period of 4 weeks and shall deposit an amount of ₹ 3,60,300 in the Investor Protection and Education Fund established by SEBI within a period of six weeks from the date of this order. In default, the amount shall carry interest at the rate of 12 percent p.a. from the date of this order till the date of deposit.