sebi:AK/AO-1/2014
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Proceedings disposed of without imposition of penalty under Section 15A(b) of SEBI Act
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 7
- Reg. 6
- Reg. 11
- Reg. 3
- Reg. 10
- Reg. 14(1)
- Reg. 11(1)
- Reg. 3(4)
- Reg. 11(2)
Parties
- Vibhu Agarwal
Holding
The Adjudicating Officer held that the Noticee's acquisition of 88,000 shares (4.93%) on March 18, 2008, increasing his holding from 16.10% to 21.03%, did not trigger disclosure under Regulation 7(1A) read with 7(2) because the promoter group holding of 92.95% to 97.88% was outside Regulation 11(1), and disposed of the proceedings without penalty.
Full text
______________________________________________________________________________________ Adjudication order in the matter of Technical Associates Infrapower Limited Page 2 of 12
______________________________________________________________________________________ Adjudication order in the matter of Technical Associates Infrapower Limited Page 3 of 12 shares of the company representing 4.93% of the equity and voting share capital of the company, has made the following submissions:
______________________________________________________________________________________ Adjudication order in the matter of Technical Associates Infrapower Limited Page 4 of 12 d. The Noticee has reproduced the relevant portion of Regulation 7(1A) as it stood on the date of acquisition i.e. 18.03.2008 of the Erstwhile Regulations as under and submitted that since the Promoter Group already held more than 75% of the equity and voting share capital of the company, which is more than the limit prescribed under regulation 11 (1) of the Erstwhile Regulations, hence the reporting requirement of any disclosure would not arise: “Any acquirer who has acquired shares or voting rights of a company under sub‐ regulation (1) of regulation 11, shall disclose purchase or sale aggregating two % or more of the share capital of the target company to the target company, and the stock exchanges where shares of the target company are listed within two days of such purchase or sale along with the aggregate shareholding after such acquisition or sale.” e. The Noticee has further also reproduced the relevant portion of Regulation 11(1) of the erstwhile regulation as it stood on the date of acquisition i.e. 18.03.2008 as under and stated that with respect to the case in hand, since the Promoters/ Promoter Group of the company and their associated entities held 92.95% of the equity capital of the company, which pursuan
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Source: SecMarx — sebi:AK/AO-1/2014. 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.