sebi:Order/SR/AS/2020-21/8429/46
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Facts / Headnote
Charges established against Noticee for violation of regulation 7(4) of SAST Regulations, 2011 r/w rule 19A(2) of SCRR, 1957; penalty imposed under section 15HB of SEBI Act, 1992 (amount not specified in extracted text)
Provisions invoked
- s. 15
- s. 15H
- s. 15I
- s. 15J
- s. 28A
Regulations
- Reg. 7
- Reg. 4
- Reg. 3(1)
- Reg. 19A
- Reg. 33
- Reg. 19A(2)
- Reg. 7(4)
- Reg. 19A(1)
- Reg. 19(A)
Parties
- Embassy Property Development Pvt. Ltd. (EPDPL)
Holding
The Noticee (EPDPL) was held to have violated regulation 7(4) of the SAST Regulations, 2011 r/w rule 19A(2) of the SCRR, 1957 by failing to bring down non-public shareholding to 75% or below within twelve months from February 7, 2017, and the charges in SCN no. SEBI/HO/EAD/E&AO/SR/AS/OW/11053/1/2020 stand established.
Full text
Adjudication order in respect of Embassy Property Development Pvt. Ltd. in the matter of Mac Charles India Ltd. Page 2 of 18 violation of regulation 7(4) of the SAST Regulations, 2011 r/w regulation 19A of the SCRR, 1957.
Adjudication order in respect of Embassy Property Development Pvt. Ltd. in the matter of Mac Charles India Ltd. Page 3 of 18 • OD observed from the shareholding of the target company as available on Bombay Stock Exchange website, that shareholding of non-public shareholders of the target company reached 75% as on March 01, 2019. • Thus, OD observed that Noticee failed to bring down the non-public shareholding to 75% or below within twelve months from the date of change in shareholding due to Open offer, allegedly violating regulation 7(4) of the SAST, 2011 r/w regulation 19(A) of the SCRR, 1957. • The relevant provisions of the SAST, 2011 and the SCRR, 1957 have been reproduced below: SAST, 2011 3(1) No acquirer shall acquire 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, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. 4 Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer shall acquire directly or indirectly, control over such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations. 7 (4) In the event
Adjudication order in respect of Embassy Property Development Pvt. Ltd. in the matter of Mac Charles India Ltd. Page 4 of 18 information and acceding to the said request, time till July 23, 2020 was granted. Hearing minutes are on record. Noticee made additional submissions vide email dated July 22, 2020. Reply and additional submissions of the Noticee are summarized hereunder : Reply submitted vide email dated July 09, 2020
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