sebi:EAD-2/DSR/VVK/317/2014
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Facts / Headnote
Noticee held guilty of violating Regulation 7(1), 7(1A) read with Regulation 7(2) of the Takeover Regulations, 1997; penalty of Rs. 10,00,000 imposed. Allegation under Regulation 8(1) not established.
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 6
- Reg. 11
- Reg. 7(2)
- Reg. 8(1)
Parties
- Consolidated Securities Limited
Holding
The Noticee was held guilty of violating Regulation 7(1), 7(1A) read with Regulation 7(2) of the Takeover Regulations, 1997 for delayed disclosures, and a penalty of Rs. 10,00,000 was imposed under Section 15A(b) of the SEBI Act, 1992. The allegation of violation of Regulation 8(1) was not established as the disclosure was filed within two working days.
Full text
Page 2 of 13 SHOW CAUSE NOTICE, HEARING & REPLY 3. A Show Cause Notice (SCN) dated 31st July, 2014, in terms of the provisions of Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 ( hereinafter referred to as the "Adjudication Rules") was issued to the Noticee calling upon the Noticee to show cause as to why an inquiry should not be held against it and penalty be not imposed under Section 15A(b) of the SEBI Act, 1992 for the alleged violations. The noticee filed its reply vide letter dated 22nd September, 2014, inter alia, contending as follows:
Page 3 of 13 (d) Submissions pertaining to allegation made under Reg.7(1A) : With regard to due date 18th January,2008. With respect to alleged delay in filing the disclosure u/r. 7(1A) w.r.t. acquisition of 4.91% shares by way of conversion of warrants, it is at the outset submitted that there was no delay in making the disclosure for the said transaction and that due disclosure was duly made as on 18th January,2008 and the proof of dispatch is made available. Though the disclosure was duly made in time, it later came to the notice of the Company that the % as provided in the disclosure format was calculated on the basis of post-conversion paid-up capital rather than on the pre-conversion paid up capital, also the %age with respect to differential was also inadvertently erroneously calculated on the basis of post conversion paid up capital and pre-conversion number of shares were also erroneously mentioned. Thereby, on becoming aware of such inadvertent clerical mistake, a rectified disclosure was duly made. The number of equity shares acquired was correctly disclosed in the disclosure and it was only the %age which was inadvertently calculated wrongly on the post issue paid up capital instead of the pre-issue capital. Thus, a revised disclosure was filed on 02.02.2008 immediately on identification of the inadvertent mistake. That the disclosure as made on 02/02/2008 was therefore only a revised disclosure and should not be taken as the date of compliance since the due compl
Page 4 of 13 Company Secretary. No loss was caused to any investor, nor any undue advantage accrued to us due to the inadvertent delay in filing the disclosure.
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Source: SecMarx — sebi:EAD-2/DSR/VVK/317/2014. 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.