sebi:BM/AO-41/2012
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Facts / Headnote
Penalty imposed on the Noticee for violation of Regulation 10 of SAST Regulations, 1997
Provisions invoked
- s. 15
- s. 15I
- s. 15J
- s. 15H
Regulations
- Reg. 13
- Reg. 11
- Reg. 10
- Reg. 12
- Reg. 14
- Reg. 14(1)
- Reg. 11(1)
- Reg. 3(3)
- Reg. 04
- Reg. 10c
Parties
- Paresh N Vasani
Holding
The Noticee violated Regulation 10 of the SAST Regulations by failing to make a public announcement within the stipulated time after his individual shareholding crossed 15% of the paid-up capital through a preferential allotment of 20,00,000 shares on 31.03.2010. A penalty of Rs. 50,000 was imposed under Section 15H(ii) of the SEBI Act.
Full text
Page 2 of 14 16,00,00,000 comprising of 1,60,00,000 shares of 10/- each. The issued, subscribed and paid- up share capital of the company was 15,70,00,000 comprising of 1,57,00,000 equity shares of 10/- each fully paid-up. The company was listed on Bombay Stock Exchange (hereinafter referred to as BSE) only.
Page 3 of 14 adjudge under Section 15 H (ii) of the SEBI Act for the alleged violation of Regulations 10 of Takeover Regulations committed by the Noticee.
Page 4 of 14 It was observed from the letter of offer that, the Acquirer/Noticee's holding as on 31.03.2010 became 26,48,090 shares on account of allotment of 20,00,000 shares under preferential issue which accounted for 16.867%. Since the holding of the Acquirer/Noticee crossed 15% of the paid up capital of the company the Noticee triggered the provisions of the Regulation 10 of SAST Regulation requiring him to make an open offer to the shareholders of the Target Company on or before April 6, 2010. In terms of Regulation 14 of SAST the open offer should have been made not later than 4 working days from the date of acquisition. It was further observed that the Acquirer/Noticee did not make the open offer as required under the provisions of SAST Regulation. Subsequently the Acquirer/Noticee acquired 47,27,470 shares on 30.06.2011 and 3,27,620 share on 04.07.2011. The total holding of the Acquirer/Noticee as on 04.07.2011 was 77,03,180 share which was 49.065%. It was observed that the Acquirer/Noticee made public announcement on 06.07.2011 to acquire up to an aggregate of 31,40,000 share constituting 20% of the paid up equity shares capital and voting capital of the target company pursuant to the acquisition of 20,00,000 shares and consolidation of holding and change in control due to the block deals dated June 30.06.2011 and 04.07.2011, at a price of 16/- including applicable interest. It was alleged that there was delay in making Public announcement by the Acquirer/Noticee
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Source: SecMarx — sebi:BM/AO-41/2012. 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.