Bombay High Court
B.P.Plc (Formerly B.P.Amoco Plc) ... vs The Securities And Exchange Board ... on 2 May, 2002
Author: S Radhakrishnan
Bench: C.K.Thakker, S Radhakrishnan
JUDGMENT
S. Radhakrishnan, J.
1. By this Appeal the Appellants herein are
challenging the order of the Securities Appellate
Tribunal in Appeal No.30 of 2001 dated 7th
September, 2001. In this Appeal the Appellant No.1
B.P.Plc formerly B.P.Amoco Plc and the second
Appellant being Foseco PLC are public limited
companies incorporated in the United Kingdom.
Burma Castrol Plc. is also a public limited company
incorporated in the United Kingdom. The said Burma
Castrol has several subsidiary companies the
Appellant No.2 is one amongst them. The Appellant
No.2 has a subsidiary viz. Foseco Plc. India Ltd.
which is incorporated in India. The said shares of
the said Indian Companies are listed in the Stock
Exchange Bombay and are permitted to be traded on
the National Stock Exchange. In this case also
public announcement was made for acquisition of
shares on 14.3.2000. The grievance in this Appeal
is that Appellants were directed by SEBI to make
public announcement with regard to acquiring shares
from shareholders of Foseco India Ltd. and also for
award of interest at the rate of 15% p.a. during
the period in which the payments were delayed in
making the payments to be shareholders. Finally in
the aforesaid Appeal the Securities Appellate
Tribunal came to a conclusion that the order of the
SEBI directing the Appellant to make a public
announcement to acquire shares from the
shareholders of Foseco India Ltd. was proper hence
was upheld. As far as the direction regarding
payment of interest by Appellant from 14.3.2000
till the actual date of public announcement to be
held to be untenable and as such the said direction
was set aside. However, the Securities Appellate
Tribunal has directed that SEBI is at liberty to
reexamine and decide the period for which the
Appellant can be held to be liable to pay interest
and pass suitable orders thereon in accordance with
law.
2. Therefore, the only issue on which
present Appeal has been filed is with regard to a
direction of SEBI directing the Appellant to make a
public announcement regarding acquisition of shares
from the shareholders of Foseco India Ltd. On this
issue, in fact, the learned Counsel for the
Appellant could not oppose and virtually conceded
that inasmuch as the duty is very much cast on the
Appellants to make an offer by way of a public
announcement as per the provisions of SEBI Act and
the Regulations framed thereunder. As far as the
issue of award of interest is concerned the
Securities Appellate Tribunal has already set aside
the order of SEBI directing the Appellant to pay
interest from 14.3.2000 till actual date of public
annoucement.
3. Under these circumstances, we do not find
anything erroneous, unjust or perverse in the
reasonings adopted by the Securities Appellate
Tribunal in its order dated 7th September, 2001
upholding the order of SEBI with regard to
directing the Appellants to make a public
announcement regarding the acqusition of shares
from shareholders of Foseco India Ltd., which is a
statutory obligation cast upon the Appellants.
4. The Appeal is, therefore, devoid of any
merit hence the same stands dismissed with costs.
5. After the above order was passed the
learned Counsel for Appellants prays for stay of
this order for a period of six weeks. He also
submitted that the Appellants have already
furnished a bank guarantee for the entire amount of
interest awardable with the SEBI and the same bank
guarantee is still alive and he states that the
said bank guarantee will be kept alive for at least
a period of eight more weeks. In view of the
aforesaid facts and circumstances our order is
stayed for a period of six weeks.
6. Personal Assistant to issue an ordinary
copy of the order to the parties.
7. Issuance of certified copy expedited.
