TaxTMI 
TaxTMI 
2017 (1) TMI 1416
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....and 2 acting in concert and have purported to acquire shares in excess of 7% in the company in violation of Security Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011. The respondent No. 1 had initially acquired 1,20,500 shares of the company representing approximately 2.5% of the total paid up share capital. The respondent No. 2 thereafter acquired 2,41,000 equity shares of Rs. 10/- each fully paid up representing 4.86% of the total paid up shares of the company. Thus, the combined holding of the respondent Nos. 1 and 2 is about 7.3% shares which is in excess of the prescribed limit of 5% as specified in the SAST Regulations. The petitioners have stated that the information which is mandatory to be provided under the Regulations was not provided to the company and hence it was done without the knowledge of the company in violation to the SEBI Regulations. The petitioners have further stated that 400 shares were transferred by the respondent No. 1 in favour of the respondent Nos. 3,4,5 and 6 on 10th May, 2012 and these were approved by the Share Transfer Committee meeting held on 31st May. 2012. Here again, no disclosure has been made. The r....
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.... a specific notice under the Regulation to be issued upon any persons acting in concert in a listed company existing shareholding of 5%. The company has been advised that issuance of the intimation and/or notice under the Takeover Regulations by the respondent No. 1 cannot be deemed to be a notice or intimation within the meaning of SEBI (Prohibition of Insider Trading) Regulation. The petitioner has further stated that the respondents have a personal interest so as to coerce the petitioner into buying back the illegally acquired shares at a high price. The petitioner has, inter alia, prayed for the following reliefs, which are explained in brief. "a) Declaration that the acquisition of shares in the petitioner company by the respondent Nos. 1 to 6 in excess of the threshold limit of 5% are illegal, null and void and/or of no effect and the same may be delivered up and cancelled; b) Necessary directions be given for rectification of the share register maintained by the petitioner company as well as all other records deleting the names of the respondents as owners of all shares of and in the company acquired by the respondents in excess of the threshold limit of 5%. c) Perpe....
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....ce or intimation within the meaning SEBI (Prohibition of Insider Trading) Regulations and have stated that they had disclosed about the acquisition of shares to the petitioner and to the Stock Exchange. In view of the facts mentioned above and other averments made in the reply, the respondents have prayed that all the reliefs sought for in the petition are liable to be rejected. The petitioner vide its rejoinder has more or less reiterated the averments already made in the petition. The respondents have filed CA No. 1613 of 2015 wherein apart from reiterating averments, C.P. No. 177 of 2013 be dismissed with costs and all the interim orders passed in C.P. No. 177 of 2013 and the subsequent extension thereof also for staying of further proceedings in C.P. No. 177 of 2013 pending adjudication of the Company Application. The respondents have also stated that the petition is barred by limitation. In reply to this CA, it has been stated by the petitioner company that the application is not barred by limitation and the petitioners had received knowledge of such failure on or about 12.06.2013 only and they have also denied the statements made by the respondents in paragraph 6 to 16 and....
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....4%) shares of BAPIL on November 02, 2012 which resulted in increasing its shareholding in BAPIL to 7.53% and disclosures in this regard were made under Regulation 29(1) of the Takeover Regulations, 2011 to both the company and the stock exchange vide letter dated November 02, 2012." It has also been stated in the Order that even though declaration has been made by the Noticees under Regulation 7(1) of the Takeover Regulations, 1997, it does absolve them of their duties of making disclosures under Regulations 29(1) of the Takeover Regulations, 2011. Further, the Noticee No. 2 has also failed to state that the acquisition was made in concert with Noticee No. 1. The order further states that the Noticees did not comply with the provisions of Regulations 29(1) read with Regulation 29(3) of the Takeover Regulations, 2011 to the extent that required disclosures were not in the prescribed format for which they were liable to monetary penalty under section 15A(b) of the SEBI Act. Taking into account all the facts and circumstances of the case, the Adjudicating Officer has levied a penalty of Rs. 2 lakhs for the Noticee No. (1) Amrex Marketing Private Ltd. and (2) Bhubanesh Commercial Pvt.....
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....-mentioned case, the Hon'ble Delhi High Court has held that "The SEBI exercises its statutory jurisdiction to protect the interests of investors in securities and to deal with the violations of the Takeover Regulations, DTP Guidelines and regulations. The SEBI Act provides complete mechanism for redressal of grievances to protect the interests of investors in securities. It is indisputable that any complaint with regard to the aforesaid violations can only be made before the SEBI and no suit or other proceedings in that regard can be initiated. Section 15Y of the SEBI Act bars the jurisdiction of the civil court to entertain any suit or proceeding in respect of any matter which an Adjudicating Officer, appointed under the SEBI Act or SAT constituted under the said Act, is empowered by or under the SEBI Act to determine and adjudicate. The powers exercised by the Company Law Board and the powers exercised by the SEBI fall in different and distinct jurisdictional fields". The petitioner has relied on the another case law by the Hon'ble Calcutta High Court in A.P.O. No. 235 of 2004 in the case of Aska Investments Pvt. Ltd. & Anr. v. Grob Tea Company Ltd. & Ors. In the above-....