Acquirer-Co. not liable to pay non-compete fee to public shareholders if it was paid to promoters of

CL : Ordinarily when there is a gap of 25 per cent between consideration paid to outgoing promoters and non-compete fee, SEBI ought not to conduct any inquiry. However, if it appears to SEBI that difference between offer price and non-compete fee is less than 25 per cent but that is nevertheless a disguise or a camouflage for reducing cost of acquisition through a public offer, then SEBI can certainly delve further into the matter