sebi:Order/SM/SM/2022-23/16241-16243
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Facts / Headnote
Charges established; penalty imposed on Noticees for violation of Regulation 13(2)(e) read with Regulation 13(1) of SAST Regulations under Section 15H(ii) of SEBI Act, and on Noticee 1 for violation of Regulation 30(2) read with Regulation 30(3) of SAST Regulations under Section 15A(b) of SEBI Act.
Provisions invoked
- s. 15A
- s. 15
- s. 15H
- s. 15J
- s. 28A
- s. 6(2)
Regulations
- Reg. 7
- Reg. 4
- Reg. 7(1)
- Reg. 13(2)
- Reg. 13(4)
- Reg. 3
- Reg. 199
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 5
- Reg. 5(1)
- Reg. 29
- Reg. 14(1)
- Reg. 29(2)
- Reg. 29(3)
- Reg. 7(2)
- Reg. 3(1)
- Reg. 30(3)
- Reg. 30
Parties
- Noticee 1
- Noticee 2
- Noticee 3
- PAC 1
- PAC 2
Holding
The Noticees violated Regulation 13(2)(e) read with Regulation 13(1) of SAST Regulations by delaying the public announcement of open offer by 666 days beyond the stipulated four working days, and Noticee 1 violated Regulation 30(2) read with Regulation 30(3) of SAST Regulations by delaying financial year disclosures. The Adjudicating Officer rejected the Noticees' defenses of delay in initiation of proceedings, payment of interest to shareholders, and good faith, while considering interest payment as a mitigating factor in quantum of penalty.
Full text
Adjudication Order in the matter of Linde India Limited Page 2 of 31 Section 15-I of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’) and Rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as ‘Adjudication Rules’) to inquire into and adjudge under: a. Section 15H(ii) of SEBI Act for the alleged violations of Regulation 13(2)(e) read with Regulation 13(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) by Noticees 1 to 3.
Adjudication Order in the matter of Linde India Limited Page 3 of 31 c) “Regulation 13(2)(e) of SAST Regulations requires that in the case of indirect acquisition of shares or voting rights in, or control over the target company where none of the parameters referred to in sub-regulation (2) of regulation 5 are met, the public announcement may be made at any time within four working days from the earlier of either the date on which the primary acquisition is contracted, or the date on which the intention or the decision to make the primary acquisition is announced in the public domain.”
Adjudication Order in the matter of Linde India Limited Page 4 of 31 observed that Noticee 1, being the promoter of the Target Company, had delayed the filing of such disclosures, the details of which are as under: a. For Financial Year ending March 2012, disclosures were made by Noticee 1 on April 13, 2012 i.e. with a delay of 1 day.
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Source: SecMarx — sebi:Order/SM/SM/2022-23/16241-16243. 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.