sebi:VSL/RV/AO/DRK/AS/EAD-3/30/2009
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Facts / Headnote
Consolidated penalty of Rs. 30,00,000 imposed on all noticees jointly for violations of SEBI Takeover Regulations
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 7
- Reg. 6
- Reg. 11
- Reg. 8
- Reg. 6(1)
- Reg. 8(1)
Parties
- Mr. Ranjan Verghese
- Mr. Dilip Verghese
- Mrs. Kunjumol Philip
- Mr. George Varkey Thalody
- Mr. Thomas Alappat
- Mrs. Luciyamma Thalody
- Mrs. Thressiyamma Nemri
- Mr. Ivan J Coelho
Holding
The noticees violated Regulations 6(1), 6(3), 7(1A), 8(1) and 8(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and a consolidated penalty of Rs. 30,00,000 under Section 15A(b) of the SEBI Act, 1992 was imposed on all the noticees.
Full text
Page 2 of 11 2. It was also observed that the noticees along with the person acting in concert with them had entered into transaction with respect to acquisition and sale of shares and voting rights of VSL exceeding two percent and have not disclosed the same to VSL and the stock exchange where the shares of VSL are listed. On the basis of above it has been alleged that the noticees have violated Regulation 7(1A) of SEBI Takeover Regulations.
Page 3 of 11 Ranjan Verghese and Mr. Dilip Verghese. The summary of their submissions are as follows- For Violation of Regulation 6(1) and 6(3) of SEBI Takeover Regulations:
Page 4 of 11 (d) With regard to the transaction on 29.07.2000, since the aggregate purchases made by the Mr. Ranjan Verghese was only 0.05% of the then capital, which was well within the creeping acquisition limit of 2% for a period of 12 months, no reporting was done by him under Regulation 7(1A). (e) With regard to the transaction on 31.12.2005, Mr. Ranjan Verghese had resigned from the position of Managing Director in the month of December 2005 and Mr. J V Panicker was appointed on December 20, 2005 as the new MD and in order to ensure that he had a financial stake in the company, 4,75,000 shares were transferred to him by Mrs. Usha Jacob. The noticees submitted that it was an error on their part to not have reported sale transaction to the stock exchange. Further, Mr. J V Panicker also acquired 2,05,250 shares from other non promoters. (f) With regard to the transaction on 08.04.2006, when 6,30,250 shares were re-transferred to the promoters i.e. to Mr. Dilip Verghese from the then Managing Director of the company, Mr. J V Panicker, it can tantamount to a transfer amongst the promoters and it was their genuine belief that this did not require any reporting under Regulation 7(1A) of the SEBI Takeover Regulations. Further, the change in the shareholding pattern resulted due to the Inter-se transfer have been approved by the NSE vide their letter dated April 26,2007.
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Source: SecMarx — sebi:VSL/RV/AO/DRK/AS/EAD-3/30/2009. 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.