On why sales by acquirers also would have to be disclosed, Sebi sources told The Financial Express that since the market knows only the purchases by an acquirer after the 5 per cent level, it may expect an open offer. However, an acquirer can actually take advantage of the price spurt in anticipation of an open offer and sell his holdings if he is not interested in acquiring control or making an offer. ``What prevents an acquirer who is not interested in getting control from selling when the prices have risen? The market must know that he has sold and there's going to be no open offer,'' the officials pointed out. A sub-group of the Sebi-appointed Bhagwati panel on takeovers is slated to meet on January 9 and 10 to finalise its draft report. The panel is also expected to make it mandatory for acquirers across all categories, including promoter groups and financial institutions, to disclose their holdings after every 2 per cent of equity acquired.

Two per cent is the level which is most likely to be arrived at, though there has been a debate on various levels where such disclosures need to be made. Investor associations are understood to have suggested that purchases of every 1 per cent should be disclosed, but most other sections feel that flooding the market with too much unnecessary information may not be necessary.

The issue of disclosing sales of holdings by acquirers is particularly relevant in the case of Bombay Dyeing's battle with Calcutta jute baron Arun Bajoria, where Mr Bajoria did go up to 13 per cent or thereabouts, but made it clear that he was not inclined to make an open offer. ``The market was expecting an offer, prices rose, but there is no clear information of how much he sold thereafter,'' the officials said.

Another important issue agitating the minds of the takeover panel is how to protect professionally-managed companies from becoming takeover targets. The chairman of a well-known professionally-managed company recently met Sebi officials to suggest some steps, but Sebi sources also say it would be very difficult to define what is a professionally-managed company, since corporate India has changed a lot these days and even family-run groups are being managed by professionals.