sebi:Order/SBM/AR/2018-19/1156
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Facts / Headnote
Penalty imposed on Noticee for failure to make timely disclosures under Regulation 29(1) r/w Regulation 29(3) of SAST Regulations, 2011
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 29(1)
- Reg. 29
- Reg. 29(3)
Parties
- Comfort Intech Limited
Holding
The Noticee violated Regulation 29(1) r/w Regulation 29(3) of the SAST Regulations, 2011 by failing to make timely disclosures to BSE and the target company within two working days of the creation of a pledge of shares in its favour, and a penalty of Rs. 1,00,000 was imposed under Section 15A(b) of the SEBI Act.
Full text
Page 2 of 9 be disclosed under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as ‘SAST Regulations, 2011’). In view of the above, it was alleged that Noticee has violated the provisions of Regulation 29(1) r/w Regulation 29(3) of the SAST Regulations,
Page 3 of 9 (iii) As per the requirement prescribed under Regulation 29 (1) of the SAST Regulations, 2011, 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 to the Stock Exchanges and the company. Further, for the purposes of Regulation 29(1) of the SAST Regulations, shares taken by way of encumbrance shall be treated as an acquisition. It is alleged that the Noticee, in whose favour the pledge was created on January 16, 2012 by Mr. Venkatachari Suresh, filed a disclosure under Regulation 29(1) of SAST Regulations to 8K Miles on January 23, 2012 and the Stock Exchange on January 24, 2012 i.e., on the third and fourth working day respectively and therefore there was, prima facie, a delay of 1 and 2 day(s) in filing the disclosures u/r 29 (1) of SAST Regulations with 8K Miles and BSE, respectively.
Page 4 of 9 e. Relying upon order of SEBI, WTM in the matter of Refex Refrigerants Limited, and other court judgments in the matter of Reliance Industries Limited vs. SEBI; Hindustan Steel Ltd vs. State of Orissa, Noticee submitted that violation, if, any, is technical and venial in nature.
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Source: SecMarx — sebi:Order/SBM/AR/2018-19/1156. 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.