sebi:Order/SM/AR/2018-19/623-24
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Facts / Headnote
Adjudication proceedings against the Noticees under Section 15H(ii) of the SEBI Act for alleged violation of Regulation 11(1) read with Regulation 14(1) of SAST Regulations, 1997 disposed of with no penalty imposed
Provisions invoked
- s. 15
- s. 15H
Regulations
- Reg. 11
- Reg. 199
- Reg. 14
- Reg. 14(1)
- Reg. 10
- Reg. 11(1)
- Reg. 2(b)
- Reg. 201
- Reg. 35
Parties
- Mr. Sanjeev Monga
- Mr. Anil Aggarwal
Holding
The adjudication proceedings against Mr. Sanjeev Monga and Mr. Anil Aggarwal for alleged violation of Regulation 11(1) read with Regulation 14(1) of the SAST Regulations, 1997 were disposed of with no penalty. The 7.66% percentage increase on August 23, 2005 due to forfeiture of 7,89,100 shares was held to be passive acquisition not triggering an open-offer obligation.
Full text
Page 2 of 14 acquire upto 15,59,486 fully paid-up equity shares representing 26% of the total paid up share capital of EIL, observed certain instances of non- compliances by Mr. Sanjeev Monga and Mr. Anil Aggarwal (hereinafter referred to by their individual names and collectively referred to as ‘the Noticees’ ) w.r.t the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘SAST Regulations, 1997’). Specifically, it was observed by SEBI that the Noticees had allegedly violated the provisions of Regulation 11(1) r/w Regulation 14 (1) of SAST Regulations, 1997 on August 23, 2005.
Page 3 of 14 of the promoter group/PACs of EIL, were therefore under an obligation to make a public announcement of open offer in terms of Regulation 14 (1) of the SAST Regulations, 1997. It is alleged that the Noticees along with the promoters/ PACs have failed to make the public announcement and therefore, had allegedly violated the provisions of Regulation 11 (1) read with Regulation 14(1) of the SAST Regulations, 1997.
Page 4 of 14 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 Company were forfeited, as aforesaid. It is alleged that you have not made the Public Announcement (PA) within the prescribed time frame as required under Regulation 11(1) read with Regulation 14(1) of the SAST Regulations, 1997 and have therefore violated the provisions of these Regulations. c) The alleged violation of the provisions of Regulation 11(1) read with Regulation 14(1) of the SAST Regulations, 1997
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Source: SecMarx — sebi:Order/SM/AR/2018-19/623-24. 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.