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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).

3. 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:

6. Technip decided to abide by the SEBI's order. They have not appealed against the order. In fact they have made the public offer. But the Appellants claiming to be aggrieved by SEBI's decision that there was no violation of Takeover Regulations on 12.4.2000 filed the present appeals. The Appellants' grievance is not on SEBI directing Technip to make a public offer. Their grievance is on SEBI choosing 3.7.2001 as the reference date for the purpose of calculating the offer price for the shares in terms of the public offer directed to be made on the ground that Takeover Regulations did not trigger on 12.4.2000, but only on 3.7.2001. According to the Appellants the date for the purpose of calculating the price should be 12.4.2000, i.e. the date on which Technip Coflexip SA acquired 29.68% shares in Coflexip. The reference date for the purpose of calculating the offer price is crucial in this case. Because, if it is found that the correct date is 12.4.2000 for the purpose of calculating the offer price, the price would be substantially higher compared to the price that would be offered by taking 3.7.2001 as the relevant date. The Appellant in appeal No.1/2003 has taken the stand that the price offered vide Public Announcement issued on 11.11.2002 by Technip should have been the higher of two prices taking 3.7.2001 and 11.11.2002 as the reference date, and not the one only with reference to 3.7.2001.

130. Learned Counsel submitted that the Takeover Regulations do not cover takeover of foreign companies, that its scope is restricted to takeover of Indian companies, but indirect takeover of Indian companies is covered by the Regulations. Learned Counsel referred to the provisions of regulations 10,11 and 12 and submitted that the acquisition of shares/voting rights beyond the bench mark provided in the regulations attrat compliance of the requirements in regulations 10 and 11 and acquisition of control attracts regulation 12. The triggering events are those stipulated in the said 3 regulations.

141. Shri U. K. Choudhary, learned Senior Counsel appearing for the Appellant in appeal no.119/2002 submitted that the Respondent SEBI has come to the conclusion that Technip did not acquire control over Coflexip on 12.4.2000 on acquiring 29.68% of the voting capital of Coflexip, on wrong premises, that SEBI has gone by the concept of control under the French law, ignoring the concept of control as per the Takeover Regulations. He submitted that since the target company is situated in India, and the applicable law being the Indian law, reliance on French law by SEBI is wrong. Learned Senior Counsel referred to the legal opinions referred to by the parties in the related appeals and the legal opinions furnished by the Appellant and submitted that there is no unanimity in the legal opinion on the scope of the French law with reference to the facts of the case. Learned Senior Counsel reiterated that SEBI is bound to go by the Regulations made by it and not by alien regulations. He referred to the scheme of the Takeover Regulations and submitted that there is no scope for borrowing the concepts and definitions from the legislations in foreign countries for regulating substantial acquisition of shares and takeovers of Indian companies. In support of his contention he referred to regulation 2(1) providing definitions of various expressions including control and submitted that it is clear from regulation 2(2) that only Indian law is to be relied as could be seen from the text of the said regulation "that all other expressions unless defined herein shall have the same meaning as have been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956 or the Companies Act, 1956 or any statutory modification or re enactment thereto as the case may." He submitted that legislative intent is to go by Indian law, and in that context relying on French law for the purpose and deciding the issues discarding Indian law is inappropriate. He submitted that SEBI can not be expected to exercise its powers and decide matters on the basis of the legal provisions in vogue in different countries, ignoring the provisions of the Indian law which it is expected to administer, that since the impugned order is based on placing reliance on French law, the same deserves to be set aside.