TECHNIP SA versus SMS HOLDING (PVT.) LTD. AND ORS.

TECHNIP SA versus SMS HOLDING (PVT.) LTD. AND ORS.

Technip did not acquire de facto control of Coflexip in April 2000 nor did it act in concert with ISIS to gain control over SEAMEC at that time; purchase in April 2000 was a strategic alliance, not a takeover for purposes of Indian regulations; the applicable law for determining corporate status is French law, but obligations under Indian law must be governed by Indian statutes; for indirect acquisition regulations to apply, it must be shown that the main purpose was to secure control over SEAMEC or that SEAMEC formed substantial part of Coflexip's assets, neither of which were established.

Parties
Appellant: Technip SA; Respondent: SMS Holding (Pvt.) Ltd.; Appellant: IFP; Respondent: SEAMEC
Jurisdiction
India
Judgment Date
11 May 2005
Procedural Posture
Appeal / Decision on Appeals From SAT Order
Outcome
appeal allowed
Legal Topics
Substantial Acquisition of Shares, Takeover Regulations, Acting in Concert, Foreign Law Applicability, Public Policy
Securities Law Private International Law Corporate Law Substantial Acquisition of Shares Takeover Regulations Acting in Concert Foreign Law Applicability Public Policy

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Parties

Technip SA

Appellant

SMS Holding (Pvt.) Ltd.

Respondent

IFP

Appellant

SEAMEC

Respondent

Procedural Posture

Appeal / Decision on Appeals From SAT Order

Legal Issues

  1. 1 Whether Technip acquired control of Coflexip in April 2000 or July 2001 for purposes of Indian takeover regulations
  2. 2 Whether French law or Indian law governs determination of corporate control
  3. 3 Whether Technip and ISIS acted in concert to acquire control of SEAMEC via Coflexip

Ratio Decidendi

Technip did not acquire de facto control of Coflexip in April 2000 nor did it act in concert with ISIS to gain control over SEAMEC at that time; purchase in April 2000 was a strategic alliance, not a takeover for purposes of Indian regulations; the applicable law for determining corporate status is French law, but obligations under Indian law must be governed by Indian statutes; for indirect acquisition regulations to apply, it must be shown that the main purpose was to secure control over SEAMEC or that SEAMEC formed substantial part of Coflexip's assets, neither of which were established.

Court Disposition

appeal allowed

Orders

  • SEBI's order prevails; SAT's order set aside; Technip's bank guarantees discharged; appeals of Technip and IFP allowed without costs