sebi:BM/AO-73/2010
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Facts / Headnote
No penalty imposed; matter disposed of
Provisions invoked
- s. 15A
- s. 15
- s. 15I
- s. 15J
Regulations
- Reg. 7
- Reg. 6
- Reg. 199
- Reg. 8(3)
- Reg. 6(2)
- Reg. 8(1)
Parties
- Nivedita Mercantile & Financing Ltd.
Holding
The Adjudicating Officer held that alleged violations of Regulations 6(2), 6(4) for 1997 and Regulation 8(3) for 2003, 2006 and 2008 were not established, and gave benefit of doubt for Regulation 8(3) for 1998, imposing no penalty under Section 15A(b) of the SEBI Act, 1992.
Full text
Page 2 of 9 3. As per the aforesaid draft offer document the acquirer entered into Share Purchase Agreement (hereinafter referred to as SPA) dated April 22, 2009 with the promoters of the Target Company viz: Mr. Lav Bajaj, Mr. Hargovind Bajaj Mr. Vinod Kumar Bajaj, Ms. Gayatridevi Bajaj, Mr. Rohit Bajaj, Ms. Bina Bajaj, Mr. Sunil Bajaj, Ms. Kumkum Bajaj, Mr. Kush Bajaj, Mr. Vedant Bajaj, Mr. Varun Bajaj, Ms. Shakuntala Bajaj, Mr. Ashish Bajaj and Ms. Aishwariya Bajaj (hereinafter referred to as ‘the promoters’) to acquire 60,000 fully paid up equity shares/voting rights and management control of the Target Company at a price of Rs.10/- per equity share aggregating of Rs.6,00,000/- payable in cash. The aforesaid agreement to acquire shares and consequential change in control and management of the target company triggered the open offer for which the aforesaid offer document was filed.
Page 3 of 9 Regulation 6(2), 6(4) and 8(3) of the SAST Regulations as detailed below. A copy of the offer document was also sent alongwith the SCN. Sl.No. Regulation/Sub Regulation Due date for compliance Actual Date for compliance as alleged 1. 6(2) 20.05.1997 08.04.2009 2. 6(4) 20.05.1997 20.11.1997 3. 8(3) 30.04.1998 08.04.2009 4. 8(3) 30.04.2003 08.04.2009 5. 8(3) 30.04.2006 28.11.2006 6. 8(3) 30.04.2008 05.06.2008
Page 4 of 9 reason to have any adverse impact either on the investor or on the shareholders in any manner. You will further appreciate that since period 1997 till 2009, delay in filing is for Regulation 6(2) and 6(4) for 1997 (the initial stage of introduction of the regulations) and regulation 8(3) for only the years 1998, 2003, 2006 and 2008 due to procedural error from office staff and for rest all years, all regulations were duly complied with on time and therefore, we request you for not make us liable to be punished for any penalty U/S 15A(b) of SEBI Act, 1992. There was no intentional violation/ contravention of the provisions of regulation 7(1A) at our end and we request you for not to make us liable to be punished for any
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Source: SecMarx — sebi:BM/AO-73/2010. 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.