TMI Blog2019 (5) TMI 1173X X X X Extracts X X X X X X X X Extracts X X X X ..... ort in its direction/observation has revised the offer price to ₹ 608.46/-. The record of SEBI as produced before us would show that after communicating these observations the appellant sought the material from respondent SEBI on the basis of which Haribhakti had arrived at the said conclusion. Though elaborate procedure of hearing the acquirer before appointing independent Chartered Accountant by respondent SEBI is not required, the respondent SEBI ought to have given an opportunity to the appellant before revising the offer price by providing material on the basis of which Haribhakti had arrived at different valuation. Then respondent SEBI should have taken decision by recording brief reasons upon consideration of the objectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2019 filed by Mr. Chandra Prakash Tripathi is filed to challenge the very same order however, on different grounds. He claims that he is an investor in the target company. According to him the target company has exclusive patented technology solutions to meet the emission norms and improve fuel efficiency. Taking into consideration the price the appellant Tenneco Inc has paid for acquisition of the holding company of the present target company in US, the offer price ought to have been ₹ 6,318 per share for the reasons given in the present appeal. Appellant in Appeal No.108 of 2019 is a public limited corporation based in USA. In view of the agreement with Icahn Enterprises L.P. and other public limited corporations in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d public announcement was made. As per the SAST Regulations, the appellant filed a draft letter of offer with the respondent SEBI on 16th October, 2018. On receipt of this draft letter of offer it was scrutinized by the respondent SEBI. According to the respondent, some complaints from various shareholders were also received by it. The respondent SEBI therefore resorted to the provisions of Regulation 8(16) of the SAST Regulations and appointed M/s. Haribhakti and Company LLP (referred to hereinafter as Haribhakti ) as Chartered Accountant for computation of fair price of the target company. Haribhakti submitted its valuation report to the respondent assessing the price at ₹ 600/- per share. Ultimately, vide the impug ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alue method, the price is arrived at ₹ 110.1/- while by market value method the price is arrived at ₹ 534.2/-. The subsequent exercise undertaken by these valuers also suffers from the same vice. Therefore, in terms of Regulation 8(16) of the SAST Regulations, the respondent has rightly appointed Haribhakti as an independent Chartered Accountant for computation of fair price of shares of the target Company in terms of the parameters specified under Regulation 8(4) of the SAST Regulations. On the basis of Haribhakti s report the appellant was directed to revise the offer price from ₹ 400/- to ₹ 608.46/- per share together with enhancement at the rate of 10 percent in terms of Regulation 8(12) of the SAST Regulations. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be monetized as pollution control board is increasingly issuing orders for relocation of the factories from the area. He submitted that the market value of the said land have now reached an astronomical level which factor is not taken into consideration even by Haribhakti. 6. Mr. Chandra Prakash Tripathi, the appellant in Appeal no.182 of 2019 submitted that the offer price directed by the respondent SEBI is too low. According to him the proper peer group is not taken into consideration by respondent SEBI. Considering the exclusive patented technology solutions with the target company the value of the target company can be compared with WABCO India Ltd. which is recently acquired by ZF Friedrichshafen AG at ₹ 6318 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay, at the expense of the acquirer, require valuation of the shares by an independent merchant banker other than the manager to the open offer or an independent chartered accountant in practice having a minimum experience of ten years. 8. Considering the report of the two valuers submitted by the appellant Tenneco Inc. alongwith the draft letter, respondent SEBI took the course of appointing an independent Chartered Accountant Haribhakti. On the basis of this third valuation report in its direction/observation has revised the offer price to ₹ 608.46/-. 9. The record of SEBI as produced before us would show that after communicating these observations the appellant sought the material from respondent S ..... X X X X Extracts X X X X X X X X Extracts X X X X
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