TaxTMI 
TaxTMI 
2023 (8) TMI 1671
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....a Law Services for the Appellant. Mr. Pradeep Sancheti, Senior Advocate with Mr. Ravishekhar Pandey, Ms. Rasika Ghate, Ms. Shefali Shankar, Mr. Amarpal Singh Dua, Advocates i/b. MDP & Partners for the Respondent. ORDER Per : Justice Tarun Agarwala, Presiding Officer 1. All these appeals are against a common order dated May 31, 2023 passed by the Whole Time Member (hereinafter referred to as 'WTM') of Securities and Exchange Board of India (hereinafter referred to as 'SEBI') restraining the appellants from buying, selling or otherwise dealing in securities directly or indirectly for a period of five years and further imposed a penalty of Rs. 1. 25 crore to be paid jointly and severally by the appellants. Since the issue is common....
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....rsuance to the allotment of preferential shares were not actually invested in the company but the money only moved from one bank account to another and gave a false impression of capital infusion of the company. The show cause notice, thus, alleged :- • Appellant during the investigation period, were Persons Acting in Concert (PAC) in terms of Regulation 2(1)(q)(2)(iv) of the SAST Regulations. • The funds received in pursuance of the preferential allotment of shares of the company were not actually invested in company but the money moved from one bank account to another, giving false impression of capital infusion in company. • The Appellants have failed to make disclosure to the company and the stock ....
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.... found that the shareholding of the appellants as a single group changed by more than 2% of their total shareholding in the company, as a result, the appellants were required to make disclosure as a group about such change in the shareholding under Regulation 29(2) of the SAST Regulations within two trading days which was not done and, therefore, they are in violation of Regulation 29(2) and 29(3) of the SAST Regulations. The WTM considering the gravity of the violations restrained the appellants from accessing the securities market for a period of five years and also imposed penalties totaling Rs. 1. 25 crore to be paid jointly and severally. 7. We have heard Mr. Somasekhar Sundaresan, the learned counsel and Mr. Abishek Venkataraman, t....
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.... March 8, 2019 by Act No. 13 of 2018 Section 15A(b) reads as under :- "(b). to file any return or furnish any information, books or other documents within the time specified therefor in the regulations, fails to file return or furnish the same within the time specified therefor in the regulations [or who furnishes or files false, incorrect or incomplete information, return, report, books or other documents], he shall be liable to [a penalty [which shall not be less than one lakh rupees but which may extend to one lakh rupees for each day during which such failure continues subject to a maximum of one crore rupees;]]" 10. In our opinion, the amended provision is not relevant in as much as the provision existing prior to 2018 also....
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.... such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. (2) No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer ....
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....ncial year, the difference between the pre-allotment and the post-allotment percentage voting rights shall be regarded as the quantum of additional acquisition. (3) For the purposes of sub-regulation (1) and sub- regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert. [(4) Nothing contained in this regulation shall apply to acquisition of shares or voting rights of a company by the promoters or shareholders in control....