B. P. Singh, J. - (1.) This batch of appeals has been preferred by the appellants under Section 15Z of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the Act) impugning the common judgment and order of the Securities Appellate Tribunal, Mumbai dated December 8, 2005 disposing of eleven appeals before it. While Civil Appeal No.1672/2006 arises out of Appeal Nos. 134 and 138 of 2005; Civil Appeal No.1704/2006 has been filed against Appeal Nos. 137, 159, 160, 161 and 164 of 2005 and Civil Appeal No.1740 of 2006 has been filed against Appeal Nos. 158, 162, 163 and 139 of 2005. The Appellate Tribunal by its impugned judgment and order dismissed all the appeals.
(2.) The grievance of the appellants before the Securities Appellate Tribunal was that the Securities and Exchange Board (hereinafter referred to as the Board) as well as the Merchant Banker had not properly valued the shares of the target company in accordance with the parameters laid down in Regulation 20(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the Takeover Code). Respondent No. 3, who is the real contesting respondent, on the other hand contended before the Appellate Tribunal that the valuation of shares was done having regard to the parameters laid down under Regulation 20(5) of the Takeover Code and the Board had taken all necessary precautions to safeguard the interest of the shareholders so as to ensure payment of best price for the shares to be sold by them. It was further contended that the shares were valued by three reputed firms of valuers and the Board ultimately approved the highest price per share determined by the firm of valuers appointed by the Board namely, M/s. Patni and Company.
(3.) Learned counsel for the appellants argued at length in his effort to satisfy us that the price approved by the Board for incorporation in public offer under the provisions of the Takeover Code was not a fair price and that in reaching that valuation the valuer had committed mistakes inasmuch as it had not properly appreciated the requirements of Regulation 20 (5) of the Takeover Code. On the other hand counsel for the respondents with equal vehemence supported the conclusion reached by the Appellate Tribunal and submitted that the valuers had taken into account the parameters laid down under Regulation 20(5) of the Takeover Code and a valuation so arrived at could not be successfully challenged. It was also submitted that valuation of shares is a technical matter and this job must be entrusted to the specialists in the field. Interference by the Court must be limited to those cases where it is shown that while working out the valuation the valuer completely lost sight of the requirements of Regulation 20(5) of the Takeover Code or committed some such grave error of law or principle which necessitated Courts interference and resultantly necessitated a fresh valuation in accordance with the provisions of the Takeover Code. Learned senior counsel submitted that in the facts of this case there was no justification for not accepting the valuation suggested by M/s. Patni and Company who had been appointed for the purpose by the Board.;