sebi:QJA/AA/IVD/ID8/29416/2023-24
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Facts / Headnote
Violation of Regulation 10 of SAST Regulations, 1997 held established and upheld; prior direction to make open offer with interest set aside by SAT and remanded for fresh appropriate order under other clauses of Regulation 44; Noticee nos. 1 and 2 restrained from accessing securities market till compliance with direction at paragraph 33.1 and directed to pay penalty through SEBI e-payment with confirmation to Investigation Department.
Provisions invoked
- s. 11B
- s. 11
- s. 19
- s. 11(1)
- s. 15H
- s. 15J
- s. 15F
- s. 24
- s. 124
- s. 125(3)
Regulations
- Reg. 7(1)
- Reg. 6
- Reg. 44
- Reg. 10
- Reg. 14
- Reg. 5
- Reg. 11
- Reg. 11(1)
- Reg. 8(2)
- Reg. 3(1)
- Reg. 32
- Reg. 8(2)(b)
- Reg. 8(2)(c)
- Reg. 8(2)(d)
- Reg. 44(b)
- Reg. 32(1)(b)
Holding
The Noticees triggered the open offer requirement under Regulation 10 of the SAST Regulations, 1997 on March 12, 2007 and failed to make a public announcement. The direction to make an open offer with 10% interest after long delay cannot be sustained and the matter is to be dealt with under other options in Regulation 44 of the SAST Regulations, 1997.
Full text
Order in the matter of Electrotherm (India) Limited Page 2 of 28 the provisions of the SAST Regulations, 1997 read with the provisions of SAST Regulations, 2011; (ii) pay, along with the consideration amount, interest at the rate of 10% per annum from March 12, 2007 to the date of payment of consideration, to the shareholders whose shares are accepted in the open offer.
Order in the matter of Electrotherm (India) Limited Page 3 of 28 therefore, the direction to make an open offer will not provide equality of treatment to all stakeholders who held shares on the trigger date.
Order in the matter of Electrotherm (India) Limited Page 4 of 28 the Hon’ble Supreme Court in the case of SEBI Vs. Sunil Khaitan1 dated July 11,
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Source: SecMarx — sebi:QJA/AA/IVD/ID8/29416/2023-24. 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.