sebi:EAD-2/DSR/RG/891/2017
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Facts / Headnote
Penalty imposed on the Noticee for failure to make disclosures under SAST and PIT Regulations
Provisions invoked
- s. 15A
- s. 15
- s. 15J
- s. 15F
Regulations
- Reg. 13(1)
- Reg. 7(1)
- Reg. 29(3)
- Reg. 29(1)
Parties
- Bayswater Enterprise Private Limited
Holding
The Noticee violated Regulation 29(1) read with Regulation 29(3) of the SAST Regulations and Regulation 13(1) of the PIT Regulations by failing to disclose its shareholding increase from 4.64% to 5.17% in TL within the prescribed time, and a penalty of Rs. 2,00,000 was imposed under Section 15A(b) of the SEBI Act, 1992.
Full text
Page 2 of 10 of TL which required it to make the necessary disclosures under Regulation 29(1) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as the ‘SAST Regulations’) and Regulation 13(1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as the ‘PIT Regulations’). However, it was observed that the Noticee had failed to make the said disclosures.
Page 3 of 10 8. I find that as the Noticee has not submitted any reply to the SCN and has also not availed the opportunity of personal hearing granted, it is presumed that the Noticee has admitted the violation of the said provision of law. I find that it is a settled principle of law that if the charges are not disputed by the Noticee, then, it is presumed that the same are admitted by the Noticee. Here, I note that the Hon’ble Securities Appellate Tribunal (SAT) in Appeal No. 68 of 2003 in the matter of Classic Credit Ltd. Vs. SEBI (decided on December 08, 2006), inter alia, held that –“the appellants did not file any reply to the second show-cause notice. This being so, it has to be presumed that the charges alleged against them in the show cause notice were admitted by them”.
Page 4 of 10 Relevant provisions of the SAST Regulations: Disclosure of acquisition and disposal 29(1) Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified.
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Source: SecMarx — sebi:EAD-2/DSR/RG/891/2017. 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.