Gesco officials say there is enough ground to suggest that the Dalmia group did not comply with the Sebi takeover code, therefore, the takeover threat itself may be called to question.

Sebi is yet to get back to the company on the first letter. Gesco's allegations were that when the Dalmias revised their offer price, the promoters were not informed about it on time and the share acquisitions were made when prices were depressed.

Gesco, stated that it had received a letter from the acquirers on October 18 eventhough they had breached the 5 per cent threshold limit as early as on August 29. The Dalmias counter this by saying that the company crossed the 5 per cent threshold limit only on October 13 and it had time till October 19 to inform the company. According to Sebi takeover code, an acquirer who acquires control of over 5 per cent or more of the voting rights in a listed company is required to disclose the aggregate of such control in the company.

Gesco further pointed out that Renaissance Estates and the person acting in concert had delayed in informing the company about the breach and that this was aimed at ensuring that the acquisition of shares was made at depressed prices substantially lower than what the market price would have been had the price-sensitive and material information been disclosed within the statutorily mandated deadline.

This material suppression in order to keep the market price depressed and thereby to effect a low-cost acquisition of substantial stake in Gesco was to the detriment of the small stakeholders who did not have access to this information, which was a clear violation of Sebi (Insider Trading) Regulations, 1992.