sebi:Order/SM/AR/2018-19/617
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Facts / Headnote
Adjudication proceedings under section 15H(ii) for alleged violation of Regulation 11(1) r/w Regulation 14(1) disposed of with no penalty imposed
Provisions invoked
- s. 15
- s. 15H
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 11
- Reg. 199
- Reg. 14
- Reg. 14(1)
- Reg. 10
- Reg. 11(1)
- Reg. 2(b)
- Reg. 7(2)
- Reg. 35
Parties
- Emmpac Holdings Pvt Ltd
Holding
The passive increase in the Noticee/PACs' percentage shareholding from 42.987% to 50.643% due to forfeiture of 7,89,100 shares on August 23, 2005 did not trigger Regulation 11(1) r/w Regulation 14(1) of the SAST Regulations, 1997, so the allegation is not sustainable and no penalty under section 15H(ii) is imposed.
Full text
Page 2 of 16 Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘SAST Regulations, 1997’). Specifically, it was observed by SEBI that the Noticee had allegedly violated the provisions of Regulation 11(1) r/w Regulation 14 (1) of SAST Regulations, 1997 on August 23, 2005 and also allegedly violated Regulations 7(1A) r/w 7(2) of SAST Regulations, 1997 during the period June 13, 2006 to March 02, 2007.
Page 3 of 16 therefore, had allegedly violated the provisions of Regulation 11 (1) read with Regulation 14(1) of the SAST Regulations, 1997.
Page 4 of 16 Rule 4 of the Adjudication Rules read with section 15 I of the SEBI Act, to show cause as to why an inquiry should not be held against the Noticee and penalty, if any, be not imposed on it under the provisions of sections 15A(b) and 15H(ii) of the SEBI Act, for the aforementioned alleged contravention of the provisions of law by the Noticee. The SCN issued to the Noticee, inter alia, mentioned the following : a) While examining the Letter of Offer dated August 30, 2012, SEBI observed that pursuant to the forfeiture of 7,89,100 equity shares of the company on 23.8.2005, the total paid up capital of the company had reduced from 51,48,020 equity shares to 43,58,920 Equity Shares and the total shareholding of the promoters/promoter group of the Company reduced from 22,12,975 equity shares to 22,07,475 equity shares. However, the shareholding of the promoters/promoter group of the Company in percentage terms increased from 42.987% to 50.643%, i.e. the shareholding of the promoters/promoter group of the Company had increased by 7.66%, which triggered the creeping acquisition limit prescribed under Regulation 11(1) of the SEBI (SAST) Regulations, 1997. b) It is, therefore, alleged that your shareholding along with the shareholding of other promoters of the Company and the Persons acting in Concert ( PACs) namely, Shri Anil Monga, Shri Rajesh Monga, Ms. Renu Monga and Shri B. B. Gandhi , increased by 7.66% as on 23.8.2005 i.e. the date when 7,89,100 equity shares of the
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Source: SecMarx — sebi:Order/SM/AR/2018-19/617. 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.