CLARIANT INTERNATIONAL LIMITED Vs. SECURITIES AND EXCHANGE BOARD

JUDGEMENT

(1.) THESE appeals under section 15Z of the Securities and Exchange Board of India Act, 1992 (for short, 'the said Act) arise out of a judgment and order dated 21.02.2003 passed by the Securities Appellate Tribunal, Mumbai (for short, 'the tribunal') in appeal no. 114 of 2002. BACKGROUND FACTS :

(2.) COLOUR Chem Ltd. is a target company. Its shares are listed on the Bombay Stock Exchange and National Stock Exchange. Appellant no.1 (Clariant) in civil appeal no.3183 of 2003 is a Swiss company ing subsidiary of another Swiss company, Clariant AG. Hoechst is a German company whereas Ebito Chemiebeteiligungen AG (Ebito) is a Swiss company. In Ebito, Clariant held 49% and Hoechst 51% shares. An agreement was entered into by and between Hoechst and Clariant pursuant whereto and in furtherance whereof German Specialty Chemicals business was transferred to the latter by transferring 583708 equity shares of Rs. 1007- each of the target company. On or about 21.11.1997, with a view to give effect to the said agreement, Clariant sought for an exemption from compliance of the requirements of making open offer to the shareholders of the target company in terms of the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short, the Regulations). Such exemption, however, was not granted. Hoechst in the aforementioned situation decided to sell off the shares held by it in the target company to Ebito, a company which was floated on 19.5.2000 as a special purpose vehicle. Actual transfer took place on 13.10.2000. Ebito by reason of the aforementioned transfer became a 100% subsidiary of Clariant.

(3.) IT is not in dispute that the value of the share as on 24.2.1998 was Rs.220/-; on 22.10.2002 Rs.213/- and on the date of public announcement i.e. on 7.4.2003 the value of the share was Rs.209/-, Rs.233/- Rs.203/- and Rs.220/-, whereas the offer price was Rs.318/-.