sebi:WTM/PS/36/IVD/ID-3/AUG/2010
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Facts / Headnote
Seven acquirers (excluding Rajesh Panchal) directed to make public announcement to shareholders of G-Tech within 45 days of order in terms of Takeover Regulations, with payment to be completed with 10% per annum interest for period of delay.
Provisions invoked
- s. 11
Regulations
- Reg. 10
- Reg. 44(f)
Parties
- Sicorp Finlease Ltd. through its director Mr. Shirish Shah
- Ms. Sandhya Shirish Shah
- Ms. Pravina Chandrakant Shah
- Mr. Prasad Tandel
- Mr. Prashant Narvekar
- Mr. Ashok Sonu Bhagat
- Mr. Prakash D'Souza
- Mr. Rajesh Panchal
Holding
Sicorp Finlease Ltd. through Shirish Shah, Sandhya Shah, Pravina Shah, Prasad Tandel, Prashant Narvekar, Ashok Sonu Bhagat and Prakash D'Souza were persons acting in concert and triggered Regulation 10 on October 16, 2003 by collectively holding 15,93,400 shares (15.93%), and were directed to make a public announcement within 45 days with 10% interest for delay.
Full text
Page 2 of 12 namely Sicorp Finlease Ltd. through its director Mr. Shirish Shah, Ms. Sandhya Shirish Shah, Ms. Pravina Chandrakant Shah, Mr. Rajesh Panchal, Mr. Prasad Tandel, Mr. Prashant Narvekar, Mr. Ashok Sonu Bhagat and Mr. Prakash D’Souza (hereinafter all collectively referred to as ‘noticees/ acquirers’) also referred to as ‘Shah group’, appeared to be as major buyers, pushing up the prices of the scrip by placing bulk buy orders for large quantities. In addition to the alleged manipulation in the prices of the scrip, noticees while acting in concert were also found to have collectively acquired 15,93,400 shares constituting 15.93% of share capital of G-Tech as on October 16, 2003, making it mandatory for them to make a public announcement to acquire further shares as per the provisions of Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘Takeover Regulations’). However, acquirers did not make the mandatory public announcement and continued to acquire further shares taking their cumulative holding to 31.62% by the end of investigation period.
Page 3 of 12 Considering the requests, another opportunity of personal hearing was granted to all the noticees on March 05, 2010.
Page 4 of 12 - They shared the office premises only. Sharing of office address and telephone number does not mean being associated persons. - Had purchased shares only for investment purposes. - The number of shares said to have been rematerialized is not 45,25,500 but 33,45,500 shares. - The collective acquisition constituted 12.27% and not 20.62% as alleged in the SCN. - Had also sold the shares from time to time and the net resultant acquisition has not triggered the requirements of Takeover Regulations. - SCN failed to take cognizance that the entities from time to time sold the shares hence net resultant acquisition did not trigger Regulation 10 of Takeover Regulation. b. Prasad Tandel and Prashant Narvekar vide their letters dated February 27, 2009 and March 04, 2009 had taken up the common arguments: - Have not been provided with the relevant material. - Was not the part of group and not related to entities mentioned. - Same telephone number and address were taken for economy in expenses of office routine. Hence not connected and did not violate the Regulation 10 of Takeover Regulation.
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Source: SecMarx — sebi:WTM/PS/36/IVD/ID-3/AUG/2010. 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.