sebi:QJA/AA/IVD/ID8/24669/2022-23
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Facts / Headnote
Violation of Regulation 10 of SAST Regulations, 1997 held established for failure to make public announcement of open offer on March 12, 2007 acquisition; directions including delayed open offer with interest and penalty contemplated
Provisions invoked
- s. 11B
- s. 11
- s. 11(4)
- s. 19
- s. 11(1)
- s. 15H
- s. 15J
- s. 15F
- s. 24
Regulations
- Reg. 7(1)
- Reg. 6
- Reg. 44
- Reg. 13
- Reg. 10
- Reg. 12
- Reg. 45
- Reg. 11
- Reg. 11(1)
- Reg. 8(1)
- Reg. 32
Parties
- Ferryden International Limited (Noticee No. 1)
- Shri Ashok Bhandari (Noticee No. 2)
Holding
On March 12, 2007 Ferryden International Limited, 100% owned by Shri Ashok Bhandari, acquired 100% of Castleshine and Leadhaven which held more than 15% in Electrotherm (India) Limited, thereby triggering the Regulation 10 SAST Regulations, 1997 obligation to make a public announcement of open offer, which the Noticees violated.
Full text
Page 2 of 22 Order in the matter of Electrotherm (India) Limited Ahmedabad. The registered office of EIL is situated at A-1, Skylark Apartment, Satellite Road, Satellite, Ahmedabad, Gujarat, 380015. The shareholding pattern of EIL during the period April 01, 2005 – March 31, 2007 was as under:
Page 3 of 22 Order in the matter of Electrotherm (India) Limited SAST Regulations, 1997 on April 15, 2019. 4. Other-Public 42.81% 48.26% -
Page 4 of 22 Order in the matter of Electrotherm (India) Limited 6. The said SCN was duly delivered to Noticee No. 2 which has been acknowledged by him (on behalf of himself and Noticee No. 1) vide his letter dated December 25, 2021 (received on December 27, 2021). Thereafter, it is noted from the records available before me that on March 09, 2022, the Noticees had filed a settlement application in terms of the SEBI (Settlement Proceedings) Regulations, 2018 (“Settlement Regulations”) to settle the present enforcement proceedings initiated against them vide the aforementioned SCN dated December 13, 2021. However, the said application was returned to the Noticees owing to the non-compliance with the open offer requirements under the SAST Regulations, 1997. As no reply was received from the Noticees to the SCN dated December 13, 2021 even after the settlement application filed by the Noticees was returned by SEBI, vide reminder letter dated July 05, 2022, the Noticees were advised to file their replies, if any, to the SCN within 7 days of receipt of the said letter. However, it is noted that the Noticees re-submitted the settlement application along with a representation on July 12, 2022 with respect to the obligation to make an open offer under the SAST Regulations, 1997.
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Source: SecMarx — sebi:QJA/AA/IVD/ID8/24669/2022-23. 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.