2014 (6) TMI 901

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.... March 24, 2014, whereby penalty of Rs. 10 lac has been imposed upon each of the appellant under Section 15A(b) of the Securities and Exchange Board of India Act, 1992 ("SEBI Act, 1992" for short) for violating Regulation 8(1) and 8(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 ("SAST Regulations, 1997" for short) 2. Since facts in both these appeals are similar, by consent both these appeals are heard together and disposed of by this common judgement. 3. Both appellants as promoters held shares amounting to 17.18% and 22.74% of Mafatlal Finance Company Ltd. 4. On SAST Regulations, 1997 coming into force, appellants who held shares of Mafatlal Finance Company Ltd....

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....of Rs. 10 lac upon each appellants. e) AO failed to consider that the alleged non compliance of Regulation 8(1) and 8(2) of SAST Regulations, 1997 for the years 1998 to 2008 was at best a mere technical default which did not in any manner compromised with the interest of the shareholders. f) AO erred in passing the impugned order without duly considering Section 15J of the SEBI Act, 1992. 7. We see no merit in the above contentions. First contention of the appellant that since disclosures were available in public domain in view of declaration made under Clause 35 of the listing agreement during the period 2001-2008 no penalty ought to have been levied is without any merit because obligation to make disclosures under Clause 35 of th....

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....loss caused to the investors, obligation to make disclosures under Regulation 8(1) and 8(2) of SAST Regulations, 1997 have to be complied with. No doubt, that these factors are required to be taken into consideration while determining the quantum of penalty. In the present case, penalty imposable upon the appellants for failure to make disclosures under Regulation 8(1) and 8(2) of SAST Regulations, 1997 as per Section 15A(b) of SEBI Act, 1992 at the rate of Rs. 1 lac per day would come to more than Rs. 1 crore per year from 1998 to 2008. However, after taking into consideration all mitigating factors the AO has imposed penalty of Rs. 10 lac which is less than Rs. 1 lac per year which cannot be said to be arbitrary or unreasonably excessive.....