G.D.PATIL,J. - (1.) By this appeal the appellants are challenging the order dated 27.4.2001 [B.P. Amoco PLC and Castrol Ltd. v. Securities and Exchange Board of India, (2001) 5 Comp LJ 354 (SAT)] passed by the Securities Appellate Tribunal, Maharashtra, whereby the said Tribunal had confirmed orders dated 16.2.2001 and 8.3.2001 issued by Securities and Exchange Board of India. Both the appellants are public limited companies incorporated in the United Kingdom. Burmah Castrol PLC. is also a public limited company incorporated in the United Kingdom. As per the offer of appellant No. 1, Burmah Castrol PLC became his wholly owned subsidiary. Burmah Castrol PLC has a subsidiary, namely, Burmah Castrol Holdings Ltd., which in turn has a subsidiary, namely, Castrol Ltd. Castrol Ltd. has a subsidiary company, namely, Castrol (India) Ltd. with 51 per cent shareholding. Castrol (India) Ltd. is a public limited company incorporated in India. Equity shares of Castrol (India) Ltd. are listed on the Stock Exchange, Mumbai, and also permitted or trading on the National Stock Exchange.
(2.) The appellant No. 1 had issued a public announcement by way of a press release on 14.3.2000 whereby it was categorically mentioned that B.P. Amoco had agreed to recommend a cash offer to buy Burmah Castrol for Pound 3 ($ 4.7) billion. In the said press release it was made clear that B.P. Amoco had announced that it was to buy the shares of Burmah Castrol for 3 billion pounds. In the said press release it was made clear that recommended cash offer was 16.75 pound for per share of Burmah Castro] Ltd. and the same has been agreed by both the Boards of B.P. Amoco and Burmah Castrol. Thereafter the necessary approvals from United States of America dated 5.4.2000 and European Commission dated 18.5.2000 were obtained. Subsequent thereto, on 8.6.2000, appellant No. 1 had posted a formal letter of offer to the Burmah Castrol PLC. The said offer was subject to certain conditions one of which was that the said offer would be accepted if there is at least a valid acceptance of not less than 50 per cent shareholders from Burmah Castrol PLC. It appears, pursuant to the said offer, more than 51 per cent of the shareholders of Burmah Castrol PLC had indicated the offer to be unconditional. The appellants after 7.7.2000 had acquired control over Castrol (India) Ltd. by the aforesaid declaration of more than 50 per cent of the shareholders.
(3.) The appellant No. 1 thereafter had made an application to the SEBI on 10.7.2000 seeking an exemption from making an offer of acquiring 20 per cent of shares of Castrol (India) Ltd. under the Takeover Regulations, whereupon the SEBI passed an order on 7.8.2000 mentioned therein that the application was forwarded to the Takeover Panel and the Takeover Panel had made certain recommendations dated 20.7.2000 and 31.7.2000. In accordance with the same, the SEBI had finally granted the application of exemption subject to the recommendations made by the Takeover Panel, as recorded hereinabove. However, the appellant No. 1 was not agreeable to the same as recorded by their letter, dated 13.9.2000. Suddenly, on 6.12.2000, the appellant No. 1 unilaterally decides to withdraw the aforesaid application dated 10,7.2000 whereby they had sought exemption from making a public offer to shareholders of Castrol (India) Ltd. and Foseco PLC. In the said letter it is very categorically mentioned that appellant No. 1 has decided to withdraw the application for exemption from making an offer to the shareholders of Castrol (India) Ltd. After the aforesaid withdrawal, the appellant through their merchant bankers, forwarding a draft of a public announcement to SEBI [Securities and Exchange Board of India], wherein the offer price was calculated at Rs. 311.91, which was calculated with the relevant reference date as 7.7.2000. Subsequent thereto on 11.12.2000 the appellants had made a public announcement for acquiring 20 per cent of the equity shares of Castrol (India) Ltd. at Rs. 311.91 per equity share. On the very same day, the appellant No. 1 has filed an application seeking an approval of FIPB. On 10.1.2001, the appellants were informed by the SEBI that the petitioner should not proceed to despatch the letter of offer and to await the comments from respondent No. 1. Thereafter, on 16.2.2001, respondent No. 1, SEBI, had passed an order holding that the pricing should be fixed, based on the frequencies of trade, taken into consideration the reference dates as 14.3.2000 and 11.12.2000 in terms of regulation 20(2) and 20(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ('the SEBI Regulations') which were applicable. By the said letter it was also made clear that the offer price should be of the higher of the two prices determined under each of the reference dates.;