sebi:DSR/AO-06/08
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Facts / Headnote
Disposed of without imposing any monetary penalty
Provisions invoked
- s. 15A
- s. 15
- s. 10
- s. 15J
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 10
- Reg. 7(2)
- Reg. 12
- Reg. 18
- Reg. 21(1)
Parties
- FMR Corp
- Fidelity International Limited
- FID FDS (Mauritius) Limited
- Norges Bank India
- FID AUS India Fund
- HKMPF Mkt Inv Asia PAC Eq FND
- FA Emerging Asia Fund
- Select Brokerage & Inv Mgt
Holding
The Adjudicating Officer held that the allegation of delay in making disclosure under Regulation 7(1) of SAST was not established, given that the offices of BSE and the Target Company were closed on the due date of September 9, 2006 (a Saturday), and the disclosure was made on the next working day, September 11, 2006, in accordance with Section 10 of the General Clauses Act, 1897. The matter was disposed of without imposing any monetary penalty on the noticees.
Full text
Page 2 of 8 3. The provisions of Regulation 10 read with Regulation 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations ,1997 (hereinafter referred to as “SAST”) were attracted pursuant to the conversion of GDR into fully paid equity shares thereby obligating the acquirer to make a Public Announcement (hereinafter referred to as ‘PA’} in terms of Regulation 21(1) of SAST. Consequently, the acquirer alongwith E*TRADE Financial Corporation and Converging Arrows, Inc (Persons Acting in Concert) {hereinafter referred to as “Acquirers”} made an open offer in terms of Regulation 21(1) to acquire 1,38,61,508 equity shares representing 20% of the voting equity capital of the Target Company.
Page 3 of 8 or voting rights in that company to the company and to the stock exchanges where shares of the target company are listed. Regulation 7(2): The disclosures mentioned in sub-regulations (1) and (1A) shall be made within two days – (a) the receipt of intimation of allotment of shares; or (b) the acquisition of shares or voting rights, as the case may be.
Page 4 of 8 rose from 7.51% to 10.66%. They also submitted that the required disclosure in terms of Regulation 7(1) and Regulation 7(2) was duly made on September 11, 2006 by way of fax to ILFS and Bombay Stock Exchange. The noticees also submitted that September 9, 2006 was the last day of the period prescribed under Regulation 7(1) of SAST, within which the disclosure had to be made to the Target Company and Stock Exchange. However, September 9, 2006 being a Saturday and September 10, 2006 being a Sunday, the offices were closed and the disclosures were made on September 11, 2006 i.e. Monday. The noticees, therefore, submitted that the allegation is misconceived and ought to be withdrawn.
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Source: SecMarx — sebi:DSR/AO-06/08. 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.