sebi:ASK/AO-40-50/2014

SEBI · SEBI · 2013-02-12 · A. Sunil Kumar, Adjudicating Officer

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Facts / Headnote

Penalty imposed on Noticees for violation of regulations 30(1) and 30(2) of SAST Regulations, 2011

Provisions invoked

Regulations

Parties

Holding

The Noticees violated regulations 30(1) and 30(2) of SAST Regulations, 2011 by filing disclosures under the old SAST Regulations, 1997 format with only the target company and not with the stock exchanges for the year ended March 31, 2012. A penalty of Rs. 2,00,000 was imposed jointly and severally on the Noticees under section 15A(b) of the SEBI Act.

Full text

Adjudication Order in the matter of Hind Syntex Limited Page 2 of 13 Limited (hereinafter referred to as "HSL/Company"), Target Company, through a public announcement dated February 12, 2013 for acquisition of 33,06,836 equity shares of the face value of ` 10 each, representing 26% of the total equity share capital of HSL at a price of ` 8/- per fully paid up equity share payable in cash. Shares of HSL are listed at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

Adjudication Order in the matter of Hind Syntex Limited Page 3 of 13 Rules, 1995 (hereinafter referred to as the ‘Rules’) to inquire into and adjudge under section 15A(b) of the SEBI Act for the alleged violations of provisions of regulations 30(1) and 30(2) of SAST Regulations, 2011 by the Noticees. Subsequently, upon the transfer of Shri Piyoosh Gupta, I have been appointed as Adjudicating Officer, in the present matter, vide order dated November 08,

Adjudication Order in the matter of Hind Syntex Limited Page 4 of 13 respect of the charges in the SCN made vide letters dated December 16, 2013 and January 22, 2014 are as follows :  Noticees have been compliant in fulfilling the disclosure requirement each time from the period 2003-2011. Thus, given the fact that there has been no failure to file disclosures in the past fully establishes a track record of past compliance with the then existing takeover regulations and that therefore any subsequent alleged non-compliance is the result of bonafide oversight.  Disclosure requirement as per the disclosure format under Regulation 8(1) and 8(2) of the SAST Regulations, 1997 and Regulations 30(1) and 30(2) of SAST Regulations, 2011 are identical. Hence, the disclosure made under Regulation 8(1) and 8(2) of the SAST Regulations, 1997 does not suffer from under-disclosure of any kind.  As the old format and new format do not differ materially, the use of old format would constitute substantial compliance of the spirit of the new regulation.  Regulations 30(1) and 30(2) of SAST Regulations, 2011 are pari materia with Regulation 8(1) and 8(2) of the SAST Regulations, 1997. In other words, no information required to be disclosed under Regulations 30(1) and 30(2) of SAST Regulations, 2011 is left undisclosed as a result of the bonafide oversight in filing disclosure under Regulation 8(1) and 8(2) of the SAST Regulations, 1997.  Copy of the disclosure made under regulation 29(2) by

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Source: SecMarx — sebi:ASK/AO-40-50/2014. 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.