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Issues involved: Violation of Regulations 7 and 10 of the takeover code, control by Ketan Parekh, acquisition of shares without disclosure.
Violation of Regulation 10: The appellants collectively acquired less than 15% of the total paid-up share capital of the target company, thus not violating Regulation 10 of the takeover code. The impugned order holding them guilty of this violation is set aside based on this finding. Violation of Regulation 7: The charge against the appellants was that they, acting in concert, acquired shares exceeding 5% of the paid-up share capital without reporting to the company, thereby violating Regulation 7(1) of the takeover code. The appellants did not file a reply to the show cause notice, leading to a presumption of admission of the charges. The adjudicating officer found that the appellants had indeed violated Regulation 7, as they collectively acquired 8.46% shares without informing the company. Despite verbal denials during proceedings, the appellants failed to provide evidence to refute the allegation of acting in concert. The charge was deemed precise, and the appellants were expected to rebut the allegations, which they failed to do. The argument of vagueness in the charge was dismissed, citing known shareholding patterns and control by Ketan Parekh. The appeals were partly allowed, setting aside the violation of Regulation 10 but upholding the findings regarding Regulation 7. The penalty amount was directed to be paid within 45 days. Separate Judgment: Triumph International Finance India Ltd. did not appeal the findings against it in the second show cause notice, resulting in those findings becoming final.
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