TaxTMI 
TaxTMI 
2020 (2) TMI 870
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....er Trading) Regulations, 1992 (hereinafter referred to as 'PIT Regulations') and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as 'SAST Regulations'). 2. Admittedly, there had been various transfers of shares of Jyoti Ltd. between the present three appellants during the period from 1st October, 2011 to 2nd August, 2013. According to the respondent Securities and Exchange Board of India (hereinafter referred to as 'SEBI') the disclosures of the same were required to be made as mandated by the following provisions which are as under:- Regulation 13 (1) of PIT Regulations: Any person who holds more than 5% shares o....
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....ation 13 (5) of SEBI (PIT) Regulations, 1992: The disclosures mentioned in sub-regulations (3), (4) and (4A) shall be made within two working days of (a) the receipt of intimation of allotment of shares or (b) the acquisition or sale of shares or voting rights, as the case may be. Regulation 29 (1) of SAST Regulations, 2011: Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such for....
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....shares. On 17th April, 2017 from the joint account of Minal Patel as the first holder and Bharat Patel as the second holder 13,35,834 shares were transferred to the individual account of appellant Bharat Patel. By virtue of this transfer the holding of appellant Bharat Patel reached 8.51% of the shareholding of the Company. This transfer according to SEBI triggered the disclosure requirement under Regulation 13(4) and 13(1) of the PIT Regulations and Regulation 29(1) of SAST Regulations. 5. On 2nd August, 2013, appellant Bharat Patel transferred back 13,35,834 shares from his account to the above referred joint demat account. This decreased the holding of appellant Bharat Patel which caused change in the shareholding to the extent of 7.8....
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....e under Regulation 13(1) of the PIT Regulations and Regulation 29(1) of SAST Regulations. 8. All the present appellants submitted that all the three accounts are of the same family. Therefore they should be considered as a group of persons acting in concert. The total holding had not undergone any change in order to attract the provisions of the Regulations. The consolidated holding of the group remained intact. The transfer and re-transfer of 13,35,834 shares between the account of appellant Bharat Patel and joint account of Minal Patel and Bharat Patel was by way of temporary loan. These transfers are exempted vide Regulation 10 of SAST Regulations. So far as transfer of 13,30,000 shares by appellant Minal Patel is concerned those were....
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....ulations on which the appellants placed reliance, provide for general exemptions. The relevant provisions reads as under:-General exemptions.- "10.(1) The following acquisitions shall be exempt from the obligation to make an open offer under regulation 3 and regulation 4 subject to fulfillment of the conditions stipulated therefor,- (a) acquisition pursuant to inter se transfer of shares amongst qualifying persons, being,- (i) immediate relatives; (ii) persons named as promoters in the shareholding pattern filed by the target company in terms of the listing regulations or as the case may be, the listing agreement or these regulations for not less than three years prior to the proposed acquisition; ....