sebi:VSS/AO-08/2008
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Facts / Headnote
Penalty imposed on Noticees for violation of regulation 11(1) of SAST Regulations
Provisions invoked
- s. 15H
- s. 15I
- s. 15J
- s. 15
- s. 4A
Regulations
- Reg. 13
- Reg. 11
- Reg. 3
- Reg. 10
- Reg. 11(1)
- Reg. 2(1)(m)
- Reg. 20(4)
- Reg. 14(2)
- Reg. 3(1)(i)
Parties
- Mr. Surjit Singh Gulati
- Mr. Jasbir Singh
- Mr. Lovkesh Kumar
- Mr. Amarjit Singh
Holding
The Noticees violated regulation 11(1) of SAST Regulations by acquiring 5.5% of voting capital of JHL during financial year 2005-2006, exceeding the 5% creeping acquisition limit, without making a public announcement as required under regulation 14(2), and are liable for a monetary penalty of Rs.1,50,000 under section 15H(ii) of the SEBI Act.
Full text
Page 2 of 16 through spot share purchase agreements on February 27, 2006. These acquisitions necessitated a Public Offer by the acquirers in terms of regulations 10 and 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SAST Regulations”).
Page 3 of 16 acquisition by the Noticees is 5.50% of voting capital in financial year 2005-2006. Accordingly, the acquisition of 2.25% on September 20, 2005 from IFCI triggered regulation 11(1) of SAST Regulations, necessitating a Public Offer by the Noticees.
Page 4 of 16 • Mr. Jasbir Singh, Mr. Lovkesh Kumar and Mr. Amarjit Singh have not acquired even a single share and they have not acted in concert with Mr. Surjit Singh Gulati in the impugned acquisition of 6.5% shares in any manner. • JHL came out with public issue of 42.60 lac equity shares of Rs.10/- each at par in the year 1994. Mr. Surjit Singh Gulati approached the Industrial Financial Corporation of India (IFCI), constituted under Industrial Financial Corporation Act, 1948 for subscribing to the shares of JHL. The IFCI & its other associate financial institutions (TFCI, IDBI and ICICI) agreed to subscribe to the shares of the Company to the extent of 5,20,000 equity shares of Rs.10/- each at par with the condition that Mr. Surjit Singh Gulati would buy-back these shares after the expiry of 5 years of their issue. A Subscription Agreement was executed on February 07, 1992 under which IFCI, IDBI, ICICI & TFCI subscribed for following number of shares:
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Source: SecMarx — sebi:VSS/AO-08/2008. 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.