Decided on October 27,2003



C.Achuthan, - (1.) SOUTH East Marine Engineering and Construction Ltd.,(SEAMEC) is a public limited company registered in India under the provisions of the Companies Act, 1956. It is engaged in the business of operating multi support vessels for diving and for providing underwater/sub sea construction, maintenance and other support services for oil and gas and other industries. It's shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange, Ahmedabad Stock Exchange and the National Stock Exchange of India. It was a subsidiary of Coflexip SA, France. As a result of acquisition of shares/control of the Technip Coflexip SA, by another French company viz. Technip Coflexip SA (Technip), SEAMEC became a subsidiary of the said Technip Coflexip SA.
(2.) The present 8 appeals are from persons claiming to be the shareholders of SEAMEC. In the appeals they have challenged the order dated 9.9.2002 containing certain decisions arrived at, and directions given, by the Securities and Exchange Board of India (SEBI). Sebi received certain complaints relating to the acquisition/control of SEAMEC. It had also received an application from Technip, seeking exemption from compliance of the requirements relating to the acquisition of shares. Sebi's order is a combined order dealing with the complaints received by it with reference to the acquisition of shares/control of SEAMEC by Technip and also the application made by the said Technip seeking exemption from compliance of the requirements under Chapter III of the Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997 (the Takeover Regulations) in the context of substantial acquisition of shares/control of Coflexip, made as a result of the open offer made by it on 3.7.2001. With reference to the complaints alleging failure on the part of Technip to comply with the requirements of Chapter III of the Takeover Regulations, it has been stated in the order that: "........the Technip, ISIS and IFP were not acting in concert for the purpose of acquiring shares/voting rights in Coflexip when Technip acquired 29.68% shares of Coflexip from Stena on 12.4.2000 and hence does not appear to be in violation of Regulation by Technip on 12.4.2000."
(3.) ON the application seeking exemption from complying with the requirements of Chapter III of the Takeover Regulations it has been stated in the order held: ".....Technip has violated regulations 10 and 12 read with sub regulations (1) and (3) of regulation 14, when Technip through an open offer acquired shares of Coflexip increasing its holding to 98.36% shares in Coflexip. Pursuant to the open offer Technip gained control over Coflexip and SEAMEC as Technip has acquired 58.24% shares/voting rights and control in SEAMEC without making public announcement to acquire shares/voting rights or control of SEAMEC in accordance with the said regulations.";

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