sebi:SBM-ASR/AO/EAD-3/17-18/2016
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Facts / Headnote
Violation not established; proceedings under SCN dated June 30, 2015 disposed of without penalty
Provisions invoked
- s. 15
- s. 15H
Regulations
- Reg. 11
- Reg. 10
- Reg. 14
- Reg. 11(1)
- Reg. 21(1)
- Reg. 11(2)
Parties
- Ms Nirmala Savla
- Ms Falguni Savla
Holding
The alleged violation of Regulation 11(2) read with Regulation 14 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is not established against Ms. Nirmala Savla and Ms. Falguni Savla and the matter is accordingly disposed of.
Full text
Page 2 of 8 value of Rs 10/- each. It was observed that the Noticees viz. Ms Nirmala Savla and Ms Falguni Savla (who were part of the promoters/promoter group of HCL) had purchased 41,700 shares of HCL on 8th September 2003 (representing 4.64% of the total voting capital of HCL) by way of off-market transaction. It was alleged that the 41,700 shares of HCL purchased by the Noticees on 8th September 2003 (i.e. 7,700 shares purchased by Ms. Nirmala Savla and 34,000 shares purchased by Ms Falguni Savla on 8th September 2003, as mentioned above) resulted in the total shareholding of the promoters / promoter group in HCL increasing from 77.01% to 81.65% as on 8th September 2003. Therefore, it was alleged that the Noticees were required to comply with the provisions of Regulation 11 (2) read with Regulation 14 of the Takeover Regulations, 1997 in respect of the above mentioned purchases by them. It was alleged that the Noticees have failed to comply with the above mentioned provisions of the Takeover Regulations,
Page 3 of 8 Takeover Regulations, 1997. Consequently, the Noticees were liable for penalty under the provisions of Section 15H (ii) of the SEBI Act for the aforementioned violations allegedly committed by them. The allegation leveled against the Noticees in the SCN are mentioned as under:
Page 4 of 8 c) Noticees admitted that they were part of the promoter group in 2003. Noticees also admitted that they had purchased 41,700 shares of HCL on September 8, 2003 for approximately Rs. 12/- per share. d) The family members of the Promoters were holding shares of HCL before the existence of the Takeover Regulations. e) The market was down at that time and HCL was unable to give satisfactory outcome and the Promoter Group wanted to exit from the Company. The Noticees mentioned that since no trading in the shares of HCL was taking place at OTCEI, the close relatives of the promoters had approached the Noticees to purchase the shares of HCL from them. f) There was no complaint from any other member and no person had suffered any loss due to the above transaction. The transfer of shares was within the promoter group and is not within the purview of Takeover Regulations. g) Noticees also requested for a personal hearing in the matter.
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Source: SecMarx — sebi:SBM-ASR/AO/EAD-3/17-18/2016. 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.