sebi:PB/AO/83/2011
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Facts / Headnote
Penalty imposed on Noticee for failure to comply with regulation 8(3) of SAST Regulations for years 2004 to 2010
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 6
- Reg. 10
- Reg. 8
- Reg. 8(3)
- Reg. 8(1)
Parties
- Noticee (company incorporated under Companies Act, 1956 on 16th September 1980, listed on BSE)
Holding
The Noticee was held liable for failing to comply with regulation 8(3) of the SAST Regulations for the years 2004 to 2010, and a monetary penalty of Rs. 50,000 was imposed under section 15A(b) of the SEBI Act.
Full text
Page 2 of 11 offer and alleged that the Noticee had failed to comply with regulation 8(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SAST Regulations”) for the years 2004 to 2010.
Page 3 of 11 6. The said SCN was sent to the Noticee and was delivered. The Noticee vide letter dated July 22, 2011 submitted its reply to the SCN, which inter alia stated as under: “…………….. • We are a company incorporated under the Companies Act, 1956 on 16th September 1980. The company has listed on the Bombay Stock Exchange (BSE). The Paid Capital of the Company is Rs. 5,00,000/-. The Company is suspended from the Exchange due to non filing document as per listing agreement. • The promoters of the Company were Mrs. Sridevi Chimalamarri. Thereafter the erstwhile promoter has entered a share purchase agreement and transferred their entire holding to Suresh Somani / Anju Maheshwari through open offer under Regulation 10 and 12 of the SAST Regulations. Once again the erstwhile promoter Suresh Somani / Anju Maheshwari has entered an share purchase agreement and transferred their entire holding to M/s Taranya Project Private Limited in the year 20 11 through open offer under Regulation 10 and 12 of the SAST Regulations. S.No. Regulation Due date of compliance Actual date of compliance Delay if any (in no. of days) 1. 8(3) 30.04.2004 14.05.2009 1838 2. 8(3) 30.04.2005 14.05.2009 1473 3. 8(3) 30.04.2006 14.05.2009 1108 4. 8(3) 30.04.2007 14.05.2009 743 5. 8(3) 30.04.2008 14.05.2009 378 6. 8(3) 30.04.2009 14.05.2009 13 7. 8(3) 30.04.2010 25.01.2011 269
Page 4 of 11 • The company is having capital base of Rs. 5,00,000 (Five Lacs Only) and there is a accumulative loss of Rs. 15,44,327 as on 31st March 2010. • The business activities are too low to afford professional to look into the various legal matters. • The Company was suspended from Bombay Stock Exchange Limited due to Non - Compliance of Listing Agreement. • The alleged delay of non-disclosure if any was un – intentional. • The Promoters of the Company has not sold even a single share except Through Open Offer. • There has been absolutely no effect on the shareholders of the company or the general investors in the market due to delay filing of report. • The shareholding position was in any event available with the public in form of the quarterly disclosures made by the company. • The company is making earnest efforts to recover from the financially weak position it is now in and therefore, if an unjustified penalty is imposed on the company, it would only serve to jeopardize the recovery efforts of the company. This would adversely affect the interest of its shareholders, who include members of the public. ………………….”
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Source: SecMarx — sebi:PB/AO/83/2011. 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.