sebi:EAD-8/ORDER/KS/VB/2019-20/4070
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Facts / Headnote
Show Cause Notice dated May 14, 2019 alleging violation of Regulation 29(2) read with Regulation 29(3) of SAST, 2011 disposed of without imposition of any penalty
Provisions invoked
- s. 15A
- s. 15H
Regulations
- Reg. 7
- Reg. 11
- Reg. 29
- Reg. 1
- Reg. 29(2)
- Reg. 29(3)
- Reg. 2(1)(q)(2)
- Reg. 2(l)(q)(2)
Parties
- Ms. Suchita Gupta
Holding
The Show Cause Notice dated May 14, 2019 against Ms. Suchita Gupta for alleged violation of Regulation 29(2) read with Regulation 29(3) of SAST, 2011 was disposed of without imposition of any penalty under Section 15HB of the SEBI Act.
Full text
Page 2 of 10 SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING: 3. A Show Cause Notice no. A&E/EAD/KS/VC/12416/2019 dated May 14, 2019 (hereinafter referred to as “SCN”) was served on the noticee by Registered Post Acknowledgement Due (RPAD) and E-mail in terms of Rule 4 (1) of the Adjudication Rules, requiring the noticee to show cause as to why an inquiry should not be held against the noticee and why penalty, if any, should not be imposed on the notice under the provisions of Section 15A (b) of the SEBI Act for his alleged violation of the relevant provisions of the SAST,2011, as mentioned in the SCN.The SCN issued to the notice inter alia alleged the following : (a) It was observed from the shareholding pattern of MBL, as available on BSE website, that the Noticee was a part of Promoter group along with Bal Kishan Gupta, Ashutosh Gupta, Manju Bansal, Sanjay Bansal and Ritu Gupta for the quarters ended March 2012, June 2012 and September 2012. In view of this, it is alleged that the Noticee was a Person Acting in Concert (PAC) along with the other promoter group entities in terms of Regulation 2(1)(q)(2)(iv) of SAST Regulations. (b) It is further observed from the shareholding pattern of MBL for the quarter ended March 2012 that the total shareholding of the promoter group was 30,36,250 shares i.e. 36.85% of total shareholding of the Company. Thereafter, it was observed from the shareholding pattern for the quarter ended September 2012 that the total shareholding of the promot
Page 3 of 10 Regulations on 24.09.2012 with a miniscule delay of 2 working days. Moreover, the said delay was duly settled by Mr. Bal Kishan Gupta with your good office along with other violations in the Settlement Application dated 07.01.2016 bearing No. 3045/2016 and the Settlement Order dated 26.11.2018 bearing no. SO/EFD- 2/CSD/251/NOV/2018 was passed by your good office. A copy of Settlement Order bearing no. SO/EFD-2/CSD/251/NOV/2G18 dated 26.11.2018 is enclosed herewith as Annexure -A for your reference. Thus, when the matter has already been settled with your good office and the even the default of 2 days delay had also been made good; Issuance of present SCN in the same matter is highly unjustified and unwarranted.
Page 4 of 10 1.2.4. Moreover, Regulation 29(2) only warrants for making the disclosure of the acquisition and disposal and not of the change in promoter shareholding. That your good office has alleged me that I have failed to disclose the change in promoter shareholding as a Deemed PAC beyond 2% which is not even the requirement stipulated under Regulation 29(2) of SAST Regulations. 1.2.5. The only requirement of Regulation 29(2) is of disclosing the acquisition/disposal of 2% or more by the Acquirer which has been duly disclosed by Mr. Bal Kishan Gupta to the Target Company and stock exchange on 24.09.2012 with a minuscule delay of 2 working days. Therefore, requirement of making disclosure again for the transaction iSiat has already been made by Mr. Bal Kishan Gupta will lead to repetitive disclosure of same transaction and would lead to an absurd situation. (Reliance being placed on O.P. Gulati v. SEB1 (Appeal No. 185 of 2011 decided on January 11, 2012 and Mr. Gopalakrishnan Raman and Ors Vs. SEBI - Detailed in Para 3.1.1. and 3.1.2.) 1.2.6. Furthermore, as stated above Mr. Bal Kishan Gupta who was the Acquirer in present case has already settled the delay of 2 days occurred in filing of the afore-said disclosure. That the said Application was made by Mr. Bal Kishan Gupta along with other promoter entities as well and my name was inadvertently skipped out in the said application as I became the PAC/ part of the Promoter group later. As it is apparent from the afore-said,
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Source: SecMarx — sebi:EAD-8/ORDER/KS/VB/2019-20/4070. 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.