sebi:EAD-2/DSR/RG/876-878/2017

SEBI · SEBI · 2016-05-04 · D. SURA REDDY, GENERAL MANAGER & ADJUDICATING OFFICER

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Facts / Headnote

Noticees held liable for violation of Regulation 10 read with Regulation 14 and Regulation 7(1) of SAST Regulations, 1997; joint and several monetary penalties imposed

Provisions invoked

Regulations

Parties

Holding

The Noticees, as persons acting in concert, acquired 80.87% shares of JKJMCL on March 19, 2009 without making a public announcement under Regulation 10 read with Regulation 14 and without making disclosures under Regulation 7(1), and are liable for monetary penalty under Section 15H(ii) and Section 15A(b) jointly and severally.

Full text

Page 2 of 19 With regard to the above arrangement, an open offer was made by one Rainey Park Suppliers Pvt. Ltd. (Rainey) and three other companies, namely, Mooldhan, Watermark Systems Private Limited (Watermark) and KanishkTranslink Private Limited (Kanishk).It was also stated that Rainey and Mooldhan were companies belonging to Sarda Family whereas, Watermark and Kanishk belonged to Dalmias and Toshniwals, respectively.The following shares of the Target Company were acquired prior to the above stated open offer:

Page 3 of 19 5. Thus, it was observed that Mooldhan was holding 4.89% shares in the target company and it along with persons acting in concert, namely, Acme and Namokar further acquired 80.87% shares of JKJMCL on March 19, 2009 without complying with the obligation of maki8ng a public announcement of an open offer in terms of Regulation 10 read with Regulation 14 of the SAST Regulations and further did not make the necessary disclosures as required under Regulation 7(1) of the SAST Regulations. SEBI, therefore, has initiated adjudication proceedings against the Noticees for the alleged violation of the said provisions of law.

Page 4 of 19 2016 and submitted copies thereof along with their letters in the matter. Upon perusal of the said replies, I note that the said replies were submitted to the Corporate Finance Department, SEBI and not before me. However, the same have been taken on record now. The Noticees in their letters dated November 15, 2017 also submitted that the Whole Time Member, SEBI has already passed an

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Source: SecMarx — sebi:EAD-2/DSR/RG/876-878/2017. 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.