Colour Chem Ltd. (the target company) is an Indian company and its shares are listed on the Bombay Stock Exchange and National Stock Exchange. Clariant International Ltd., (Clariant) is a Swiss company. It is a hundred per cent subsidiary of another Swiss company viz. Clariant AG. Hoechst AG (Hoechst) is a German company. Ebito Chemiebeteiligungen AG(Ebito) is a Swiss company in which Clariant held 49 per cent shares and Hoechst held 51 per cent shares. Pursuant to an agreement entered into in mid 1997 between Hoechst and Clariant, Hoechst’s German specialty chemicals business was sold and transferred to Clariant. In terms of the said Agreement Hoechst and Clariant entered into negotiations for the purchase/transfer of 583708 equity shares of Rs. 100 each of the target company then held by Hoechst, which constituted 50.1 per cent of the paid up capital of the target company. A Stock Purchase Agreement for the purpose was prepared on 21-11-1997. In this context Clariant sought exemption from the compliance of the requirement of making open offer to the shareholders of the target company in terms of the provisions of the Securities and Exchange Board of India (Substantial Acquis