sebi:VSL/AO/DRK/AS/EAD-3/84/2009
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Facts / Headnote
Penalty of Rs. 3,50,000 imposed on the noticee under Section 15H(ii) of the SEBI Act, 1992
Provisions invoked
- s. 15
- s. 15H
- s. 15J
Regulations
- Reg. 10
- Reg. 14
- Reg. 11
- Reg. 2(b)
- Reg. 2(f)
Parties
- Ami Stock and Share Broker Pvt. Ltd.
Holding
The noticee violated Regulation 10 read with Regulation 14(1) of the SEBI Takeover Regulations by failing to make a public announcement after agreeing to acquire 45% of Vertex Securities Ltd. A penalty of Rs. 3,50,000 under Section 15H(ii) of the SEBI Act, 1992 was imposed.
Full text
Page 2 of 8 SEBI Act read with Rule 3 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as ‘Rules’) to inquire into and adjudge under Section 15H(ii) of the SEBI Act, 1992 the violations of the provisions of Regulation 10 read with 14 (1) of the SEBI Takeover Regulations.
Page 3 of 8 (b) However before we could complete the deal, promoters of Vertex Securities Ltd. entered another agreement with Transwarranty Finance Ltd. and Shri Kumar Nair and sold the shares to them. The deal was finalized with a higher rate than which was fixed with us. (c) They had not informed us regarding the deal that took place and they have also not refunded Rs. 11,00,000/- (Rupees Eleven Lacs only) which was paid to them as advance. (d) Hence we had informed the matter to SEBI. Now the reasonable time has lapsed and other party has already paid the money to promoters of Vertex Securities Ltd. (e) We request you to support us for the advance money paid to promoters of Vertex Securities Ltd. and would like to close the deal.
Page 4 of 8 Acquisition of fifteen per cent or more of the shares or voting rights of any company. 10. No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise fifteen per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the regulations. Timing of the public announcement of offer. 14. (1) The public announcement referred to in regulation 10 or regulation 11 shall be made by the merchant banker not later than four working days of entering into an agreement for acquisition of shares or voting rights or deciding to acquire shares or voting rights exceeding the respective percentage specified therein : Provided that in case of disinvestment of a Public Sector Undertaking, the public announcement shall be made by the merchant banker not later than 4 working days of the acquirer executing the Share Purchase Agreement or Shareholders Agreement with the Central Government or the State Government as the case may be, for the acquisition of shares or voting rights exceeding the percentage of shareholding referred to in regulation 10 or regulation 11 or the transfer of control over a target Public Sector Undertaking.
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Source: SecMarx — sebi:VSL/AO/DRK/AS/EAD-3/84/2009. 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.