sebi:Order/SR/PP/2019-20/7165-7166/196-197
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Facts / Headnote
Violation of regulations 3(2) r/w 13(1) of SAST Regulations held established; penalty of Rs. 25 lakh imposed jointly and severally under section 15H(ii) of SEBI Act
Provisions invoked
- s. 15
- s. 81
- s. 15H
- s. 15J
- s. 28A
Regulations
- Reg. 4
- Reg. 3
- Reg. 10
- Reg. 15
- Reg. 14
- Reg. 44
- Reg. 2
- Reg. 13
- Reg. 29(2)
- Reg. 3(1)
- Reg. 13(1)
- Reg. 3(2)
- Reg. 201
- Reg. 2A
Parties
- Rameshchandra Agrawal
- Manju Agrawal
Holding
Noticee 1 together with Noticee 2 as PAC violated regulations 3(2) r/w 13(1) of SAST Regulations by acquiring 2,95,000 shares on March 22, 2014 increasing collective holding from 30.13% to 37.79% without making a public announcement of open offer, and are liable jointly and severally to a monetary penalty of Rs. 25,00,000 under section 15H(ii) of SEBI Act.
Full text
Adjudication order in the matter of Deepti Alloy Steel Ltd. Page 2 of 11 2. Based upon the examination findings, OD initiated adjudication proceedings under section 15H(ii) of Securities and Exchange Board of India Act, 1992 (in short ‘SEBI Act’) against Noticee 1 and Noticee 2 for alleged violation of regulations 3(2) r/w 13(1) of SAST Regulations when there was a trigger of open offer on March 22, 2014, hereinafter Noticee 1 and Noticee 2 are collectively referred to as “Noticees”.
Adjudication order in the matter of Deepti Alloy Steel Ltd. Page 3 of 11 1. The total paid up capital of the TC was 38,50,400 shares since IPO in 1996. Out of the total of 38,50,400 shares, 18,49,700 partly paid up shares of Rs.5 each were forfeited on February 15, 2014 and re-issued on March 22, 2014.
Adjudication order in the matter of Deepti Alloy Steel Ltd. Page 4 of 11 6. The SCN was sent to the Noticees through speed post acknowledgment due (SPAD). Proof of delivery is on record. Noticees submitted their replies to the SCN vide their separate but identical letters dated November 27, 2019 and December 02, 2019. Further, vide letter dated January 17, 2020 Noticees were granted an opportunity of hearing scheduled on January 30, 2020. Vide letter dated January 28, 2020, Noticees confirmed name of the authorized representative appearing for personal hearing. The authorized representative (AR) of the Noticees appeared for the personal hearing on behalf of the Noticees. The AR reiterated the submissions made in the said replies. AR also requested for a week’s time for filing of additional submissions. Acceding to the request, Noticees were granted time till February 08, 2020. Vide email dated February 07, 2020 Noticees submitted their additional submissions. Noticees interalia submitted as mentioned hereunder- (i) In the present case target company has not issued new shares, it's re-issue of forfeiture shares as a result issued and subscribed capital remained same i.e. 38,50,400 Equity Shares, which was dully issued and subscribed since IPO in 1996 to till date of closure of open offer. Therefore the question of issue of new shares by Target Company does not arises. (ii) As per explanation (ii) to Regulation 3 of SEBI (Takeover) Regulations, 2011, in case of Allotment of New
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Source: SecMarx — sebi:Order/SR/PP/2019-20/7165-7166/196-197. 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.