Decided on April 09,2003



G.N.Bajpai, - (1.) BACKGROUND 1.1 Suez Lyonnaise des Eaux (hereinafter referred to as "the Acquirer") is a company stated to be organized and existing under the laws of France. 1.2 H2O is stated to be a wholly owned subsidiary of the Acquirer, was a company, stated to be, incorporated under the laws of the State of Delaware, United States of America. 1.3 Ondeo Nalco Company ,formerly known as "Nalco Chemical Company",(hereinafter referred to as "ONC USA" )is a company, stated to be, organized and existing under the laws of the State of Delaware, United States of America. 1.4 ONC USA has a subsidiary, Ondeo Nalco India Ltd. (hereinafter referred to as "the Target company") formerly known as Nalco Chemicals Ltd. ONC USA holds 80% shares in the equity capital of the Target company. The shares of the Target company are listed at the Stock Exchange, Mumbai and the Calcutta Stock Exchange. 1.5 On 14.09.2001, Securities and Exchange Board of India (SEBI) received a complaint inter alia alleging that the Acquirer has acquired control over the Target company pursuant to an Agreement dated 27.06.99 entered into between the Acquirer,H2O & ONC USA and the Acquirer has not made public announcement under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "the Regulations").
(2.) SHOW CAUSE NOTICE 2.1 A show cause notice dated 8.7.2002 was issued to the Acquirer inter alia stating that : 2.2 the Acquirer admittedly, acquired control of 100% shareholding of ONC USA pursuant to an agreement dated 26/6/1999 and consequently, the Acquirer acquired control of worldwide operations of the US company and its subsidiaries including the Target company in terms of Regulation 2(1)(c). 2.3 the Acquirer was under an obligation to make public announcement to acquire a minimum of 20% shares of the Target company in terms of the Regulations 10 &12, within 4 working days from the date of June 26, 1999 in terms of sub regulations (1) & (3) of regulation 14 of the Regulations. 2.4 Why one or more or all action(s) under Regulation 44 and Regulation 45 of the Regulations and Sections 11, 11B,15H & 24 of the SEBI Act, should not be initiated against it for violations. In reply to the show cause notice, the Acquirer replied vide its letter dated 23.9.02. The submissions made therein are reproduced in the subsequent paragraphs.
(3.) A hearing before the Chairman, SEBI, was granted to the Acquirer on 14.12.2002 wherein the Acquirer made submissions. Subsequent to the hearing the Acquirer filed written submissions on 30.12.02.;

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