sebi:AK/AO-05-14/2018
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Penalties imposed for violations of Regulation 8(3), Regulation 8(1)/8(2), Regulation 3(3)/3(4) and Regulation 11(1) read with Regulation 14 of Takeover Regulations, 1997; no monetary penalty imposed for alleged violation of Regulation 7(1A) read with 7(2) for inter-se transfer on March 06, 2001 and for Regulation 8(1) against certain promoter noticees.
Provisions invoked
- s. 15A
- s. 15
- s. 15H
- s. 15J
- s. 15F
- s. 15I(2)
Regulations
- Reg. 7
- Reg. 6
- Reg. 11
- Reg. 3
- Reg. 10
- Reg. 12
- Reg. 8
- Reg. 14
- Reg. 14(1)
- Reg. 11(1)
- Reg. 4
- Reg. 8(3)
- Reg. 8(2)
- Reg. 2(b)
- Reg. 7(2)
- Reg. 3(4)
- Reg. 30(2)
- Reg. 11(2)
- Reg. 8(1)
- Reg. 3(3)
Holding
The Adjudicating Officer held the Company violated Regulation 8(3) and the promoter noticees violated Regulations 8(1)/8(2), 3(3)/3(4) and Regulation 11(1) read with Regulation 14 for acquisition of 1,00,000 shares on October 04, 2010, and imposed monetary penalties under Section 15A(b) and Section 15H(ii) of the SEBI Act.
Full text
Adjudication Order in the matter of Indian Infotech and Software Limited Page 2 of 114 2 While examining the letter of offer document, Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) observed that the Company and the erstwhile promoters of the company, viz. Mr. Dhananjay Somani (hereinafter referred to as ‘Dhananjay Somani’), Ms. Aradhana Somani (hereinafter referred to as ‘Aradhana Somani’), Chemo Pharma Laboratories Ltd. (hereinafter referred to as ‘Chemo Pharma’), Ravindra Trading & Agencies Ltd. (hereinafter referred to as ‘Ravindra Trading’) (Now known as Ravindra Energy Ltd.), Tecil Chemicals & Hydro Power Ltd. (hereinafter referred to as ‘Tecil Chemicals’), Shree Consultations and Services Pvt. Ltd. (hereinafter referred to as ‘Shree Consultations’), India Ener-gen Ltd., (hereinafter referred to as ‘India Ener-gen’), Joshi Finance Ltd. (hereinafter referred to as ‘Joshi Finance’) and Tecil Finance Ltd. (hereinafter referred to as ‘Tecil Finance’) (Now known as India Ener-gen Ltd.) (hereinafter referred to as ‘the Promoter Group’) (hereinafter collectively referred to as ‘the Noticees’) had violated certain provisions of Takeover Regulations, 1997.
Adjudication Order in the matter of Indian Infotech and Software Limited Page 3 of 114 SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING 5 Show Cause Notice (hereinafter referred to as ‘SCN’) Ref. No. EAD-6/AK/RSL/32418/2013 dated December 13, 2013 was issued to the Company under rule 4(1) of SEBI Rules communicating the alleged violation of Regulation 8(3) and Regulation 11(2) read with Regulation 14 of the Takeover Regulations, 1997.
Adjudication Order in the matter of Indian Infotech and Software Limited Page 4 of 114 b) That the company at one point of time was suspended and all disclosure related issues were resolved before lifting of the suspension; c) That they have already incurred a substantial amount as penalties and fees on regularization of the same and the said violations had occurred under the erstwhile promoters; d) As regards to the allegation of non-compliances with regard to Regulations 11(2) of Takeover Regulations, 1997 arising due to the forfeiture of 4,05,499 shares on November 23, 2010, it was stated that the company cannot be subjected to make an open offer as per their understanding of law, whereas, it is the promoters or acquirers who have been left with the responsibility of completing the open offer requirement as and when necessary; e) That further since offer price was over and above the applicable regulation incorporating 10% interest, hence, both the company and the promoter may be absolved from the obligation of making any fresh open offer.
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:AK/AO-05-14/2018. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.