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TMI Blog2013 (2) TMI 446X X X X Extracts X X X X X X X X Extracts X X X X ..... him, entitle such acquirer to exercise fifteen per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the regulations. Violation of these two provisions by the appellant is writ large on the face of it, therefore not inclined to agree with the appellant that the order has been passed merely on conjectures or surmises as adjudicating officer has relied on documents or material collected behind the back of the appellant. As stated in the impugned order itself that the appellants were afforded opportunity to cross-examine the persons whose statements were recorded and consequent to the cross-examination, the appellants filed their reply it is not clear what further principles of natural justice were required to be complied with. Thus to conclude each of the violator is liable to the penalty in accordance with law and such penalty cannot be clubbed treating it as a single violation. Not inclined to interfere with the findings arrived at by the adjudicating officer. Delay in passing order - Held that:- As alleged violation took place in the year 2000 and the Board started inves ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ellate tribunal. 2. With the consent of counsel for the parties, now we proceed to dispose of these appeals. The appellants in these appeals are aggrieved by the order dated April 26, 2012 passed by the adjudicating officer of the Securities and Exchange Board India (the Board ) against nine entities, including five appellants before us, holding them guilty of violating regulations 7 and 10 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short takeover code) and imposing a penalty of Rs. 4 lacs each under section 15 A(b) and 15 H of the Securities and Exchange Board of India Act, 1992 (the Act). 3. The facts of the case, in brief, are that the Board carried out investigation in the matter of Datasoft Application Software (India) Limited (the company) for the period 2000-2001. At the relevant time the scrip of the company was listed on the Bombay Stock Exchange and Ahmedabad Stock Exchange. The Board observed that on January 28, 2000 the company made preferential allotment of 1,20,00,000 shares for cash @ 10/- per share with a premium of Rs. 17/- per share. The share capital of the company was 1,50,00,000 out ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng officer of the Board found the appellants guilty of violating the provisions of the takeover code and imposed the penalty as stated above. Hence, this appeal. 5. We have heard Mr. Rajeev Kumar, counsel for the appellant and Dr. (Mrs.) Poornima Advani, counsel for the respondent Board, who have also taken us through the record. Learned counsel for the appellant has also filed his written submissions. In brief, challenge to the impugned order is on the grounds that the penalty imposed on the appellants is based on conjectures and surmises and there is no proof of any wrong doing on their part. He has also pleaded that the findings given by the adjudicating officer are based on various documents, bank statements and oral testimony of the directors of the company collected behind the back of the appellant and, therefore, the adjudication order is passed without following principles of natural justice. It was further submitted by him that the adjudicating officer has failed to apply her mind to the facts of the case and the provisions of the Act and regulations made therein. He has also submitted that as per Board's own conclusion, all the nine entities, including the five appellan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appellants by the company is also not in dispute. The provisions of regulation 7(1) of the takeover code specifically provide that any acquirer, who acquires shares or voting rights which, taken together with shares or voting rights, if any, held by him, would entitle him to more than five percent shares or voting rights in a company, in any manner whatsoever, shall disclose the aggregate of a shareholding or voting rights in that company, to the company. Regulation 10 of the takeover code provides that no acquirer shall acquire shares or voting rights which taken together with shares or voting rights, if any held by him or by persons acting in concert with him, entitle such acquirer to exercise fifteen per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the regulations. Violation of these two provisions by the appellant before us it is writ large on the face of it. We are also not inclined to agree with the learned counsel for the appellant that the order has been passed merely on conjectures or surmises. We are not inclined to agree with him that the adjudicating officer has rel ..... X X X X Extracts X X X X X X X X Extracts X X X X
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