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Challenge to the fixation of the date of reference by SEBI for determination of offer price. Analysis: The petitioner, a public limited company, challenged SEBI's fixation of the reference date as 12.7.2001 for determining the offer price for the purchase of shares. The petitioner argued that SEBI's decision contradicted Regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997. The petitioner contended that the correct reference date should have been when Burmah Castrol plc offered to acquire shares at a higher price, which would have influenced the offer price set by Foseco (UK) Ltd. The petitioner sought a direction for SEBI to refix the date of reference and for Foseco (UK) Ltd. to adjust the share price accordingly. Response to Petitioner's Argument: SEBI, represented by respondent counsels, defended its decision to fix the reference date as required by Regulation 20 of the 1997 Regulation. They stated that the public announcement was made on 10.1.2002 at the offer price of Rs. 69.05 per share, and shareholders willingly sold their shares based on this price. The respondents highlighted that challenging SEBI's decision at this stage could disrupt the acquisition process and lead to complications, such as returning shares to shareholders not involved in the petition or paying additional amounts to shareholders who did not object to the price offered. Judgment and Conclusion: After considering the arguments and examining the regulations, the court found no merit in the petitioner's challenge. The court emphasized that shareholders had voluntarily sold their shares at the offered price, and the petitioner, who did not agree with the price, did not transfer their shares. The court noted that the petitioner could not represent the interests of shareholders who had already accepted the offer. Ultimately, the court dismissed the writ petition, stating that no direction was warranted in this case.
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