2014 (1) TMI 1826 - AT - Companies Law

Failure to inform the stock exchanges about acquisition of shares thereby depriving the public of the information regarding acquisition of shares to the tune of 5.22 per cent instead of 5% - marginally crossed the limit prescribed by the regulations in respect of their shareholding in Murli Industries Limited (MIL), i.e. the company in question - Held that - Regulation 7 of the SAST Regulations, 1997 read with Regulation 35(2) of the SAST Regulations, 2011 clearly points out that not only the company, but an acquirer is also required to inform the stock exchanges at every stage of aggregate of the shareholding or voting rights in the company. The object underlying these regulations is, therefore, unequivocally to bring more transparency by dissemination of complete information to the public as well as shareholders at large not only by the concerned company but by the individual acquirer as well. To this extent, the appellants, though inadvertently and without any intention, have defaulted in complying with the regulations regarding disclosures in question in our considered view and in the facts and circumstances of the present cases. The infraction, although venial in nature, is an infraction nonetheless. This Tribunal has held time and again that the penalty levied on any wrong-doer ought to be commensurate with the gravity of the deviation effected. Therefore, we feel that for this lapse a penalty of ₹ 1 lac on each of the appellants would suffice to meet the ends of justice. Accordingly, the impugned order in each case is upheld with a modification of the penalty to ₹ 1 lac per appellant, to be paid within a period of two months from the date of receipt of copy of this order failing which the respondent would be at liberty to recover the same with interest by taking appropriate steps as per law. Ordered accordingly.

Summary

Issues:
- Imposition of monetary penalty on appellants for alleged violations of SEBI regulations.
- Allegation of crossing prescribed limit in shareholding in a company.
- Failure to inform stock exchanges about share acquisition.
- Compliance with disclosure regulations by the company and individual acquirers.
- Penalty amount and modification.

Analysis:
- The appellants challenged an order imposing a monetary penalty for alleged violations of SEBI regulations. The regulations in question included SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, SEBI (Prohibition of Insider Trading) Regulations, and others. The appellants were accused of marginally crossing the limit prescribed by the regulations in their shareholding in a company, Murli Industries Limited (MIL).
- The company, MIL, had duly informed the stock exchanges at every stage of allotment of shares to the appellants. The board of directors' decisions regarding allotment of preferential warrants and their conversion into shares were approved by the shareholders and displayed on the BSE website. The public and shareholders were kept informed of the share acquisition, and there was no deprivation of important information.
- The regulations aim to bring transparency by disseminating complete information to the public and shareholders. While the appellants unintentionally defaulted in complying with the disclosure regulations, the tribunal found the infraction to be venial in nature. A penalty of Rs. 1 lac on each appellant was deemed sufficient, considering the gravity of the deviation.
- The impugned order was upheld with a modification of the penalty amount to be paid within two months. Failure to comply would allow the respondent to recover the amount with interest through appropriate legal steps. The appeals were partly allowed with no costs imposed.

This comprehensive analysis of the judgment highlights the issues involved, the details of the case, the tribunal's findings, and the final decision regarding the penalty amount and compliance with disclosure regulations.