sebi:BM/AO-126/2013
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Facts / Headnote
Violation established; consolidated penalty of Rs.1,50,000 imposed
Provisions invoked
- s. 15A
- s. 15
- s. 81
- s. 15J
Regulations
- Reg. 11
- Reg. 3
- Reg. 10
- Reg. 3(4)
- Reg. 3(3)
- Reg. 3(1)(c)(i)
- Reg. 3(1)(c)
- Reg. 8(4)
- Reg. 3(5)
Parties
- GMR Holdings Pvt. Ltd (successor by merger of GMR Investments Ltd and Varalakshmi Investment Private Ltd)
Holding
The Noticee violated Regulations 3(1)(c)(i), 3(3) and 3(4) read with 3(5) of SAST Regulations in respect of the 44,00,000 share preferential allotment on March 15, 2000, and a consolidated penalty of Rs.1,00,000 under Section 15A(a) and Rs.50,000 under Section 15A(b) (pre-29.10.2002 provisions) was imposed.
Full text
Page 2 of 17 44,00,000 shares on preferential basis to the acquirers (28,80,000 to GMR Investments Ltd & 15,20,000 shares to Varalakshmi Investment Private Ltd) on March 15, 2000. The percentage of share holding and the voting rights of the acquirers exceeded 5% and thus the acquisition of shares attracts Regulations 11 of SAST Regulations. The acquirers claimed exemption u/r 3 of SAST Regulations. However, for claiming exemption u/r 3 of SAST Regulations the acquires were required to comply the conditions of availing exemption mentioned in Regulations 3 of SAST Regulations. However, it was alleged that the acquirers failed to comply with the requirements of Regulations 3(1)(c)(i), 3 (3), 3 (4) read with 3 (5) of SAST Regulations. Consequently the acquirers were liable for monetary penalty under Section 15 A(a) and (b) of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”).
Page 3 of 17 and penalty be not imposed on the Noticee under section 15A (a) and (b) of SEBI Act for the alleged violation specified in the said SCN. The SCN was received and duly acknowledged. The Noticee vide letter dated September 18, 2010 through its company secretary viz. Mr. Hari Babu Thota requested time till October 15, 2010 to submit their reply to the SCN.
Page 4 of 17 notice dated February 21, 2000 and the board resolutions to the Hyderabad Stock Exchange vide letter dated May 27, 2003. Thereafter, neither the Company nor the Acquirers received any further intimation in this regard and they were therefore of the belief that they had duly met with the requirements of Regulations 3(1)(c)(i) and 3(3) of the Takeover Regulations. The Company would therefore like to submit to the Securities and Exchange Board of India ("SEBI") that any delay which, in the view of SEBI, may have occurred in compliance with Regulations 3(1)(c)(i) and 3(3) between February 2000 and May 2003 were completely unintentional and without any mala fides and that the Acquirers and the Company had in all good faith been of the belief that they had duly complied with the substantive requirements under the Takeover Regulations within the time period stipulated therein.
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Source: SecMarx — sebi:BM/AO-126/2013. 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.