sebi:CFD-DCR/WIL-MRL/AO/DRK-DS/EAD3-579/123-2014
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Facts / Headnote
Penalty imposed on the noticee for failure to make disclosures and public announcement under SAST Regulations, 1997.
Provisions invoked
- s. 15A
- s. 15
- s. 15H
- s. 15J
Regulations
- Reg. 7(1)
- Reg. 11
- Reg. 199
- Reg. 14(1)
- Reg. 14
- Reg. 10
- Reg. 11(1)
- Reg. 7(2)
Parties
- Mega Resources Ltd.
Holding
The noticee Mega Resources Ltd. failed to comply with Regulation 7(1) read with Regulation 7(2) and Regulation 11(1) read with Regulation 14(1) of the SAST Regulations, 1997 by not making required disclosures and public announcement after acquiring 25,000 equity shares (10%) of Waverly Investments Ltd. on February 12, 2001, and a consolidated penalty of Rs. 52,00,000 was imposed.
Full text
Page 2 of 8 Regulation 14(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 (hereinafter referred to as “SAST Regulations”) alleged to have been committed by Mega Resources Ltd. (hereinafter referred to as "MRL"/ "Noticee").
Page 3 of 8 a. The promoters/Promoter Group of the Company already held 15% or more but less than 51% of then total paid up equity and voting share capital of the Company. Further, we would also like to state that pursuant to the acquisition of equity shares by MRL, through off-market, the shareholding of the Promoter/Promoter Group of the Company had increased from 1,26,146 equity shares (50.46%) to 1,51,146 equity shares (60.46%) of the Target Company, thereby triggering Regulation 11(1) of the Erstwhile Regulations alongwith requirement of submission of certain disclosures under Regulation 7(1) of the Erstwhile Regulations. b. We would like to admit that due to lack of awareness of the Erstwhile Regulations, we have not duly complied with the aforesaid requirements under the Erstwhile Regulations within the time limit specified therein. c. The non compliances of the disclosure requirements in respect of aforesaid acquisition of shares and failure to make an Open Offer to the shareholders of WIL were purely unintentional and without any malafide intentions.
Page 4 of 8 c) AR has requested to not to levy any penalty as the violation was technical in nature and without any malafide as there was no change in control. AR has stated that he has no further submissions to make.
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Source: SecMarx — sebi:CFD-DCR/WIL-MRL/AO/DRK-DS/EAD3-579/123-2014. 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.