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TMI Blog2015 (4) TMI 558X X X X Extracts X X X X X X X X Extracts X X X X ..... Board of India Act, 1992 ("SEBI Act, 1992" for short) for violating regulation 29(1) and regulation 29(2) read with regulation 29(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011("SAST Regulations, 2011" for short) and regulation 13(1) and regulation 13(3) read with regulation 13(5) of the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 1992 ("PIT Regulations, 1992" for short). 2. Facts relevant to this appeal are that prior to February 14, 2013 appellant held 94,71,709 shares of SRS Real Infrastructure Limited ("SRS" for short) representing 4.71% shares of the total equity shares issued by SRS. Pursuant to a scheme of amalgamation appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espective regulations. 6. Admittedly, appellant made disclosures to BSE under regulation 29(1) of SAST Regulations, 2011, however, it was delayed by 120 days. Similarly, disclosures made under regulation 29(2), was delayed by 128 days. No disclosure was made to the company as provided under regulation 29(1),(2) and (3) of SAST Regulations, 2011. Similarly, there is no evidence on record to show that disclosures were made under regulation 13(1) and regulation 13(3) read with regulation 13(5) of PIT Regulations, 1992. 7. On a show cause notice issued by SEBI, appellant filed its reply denying the allegations made in the show cause notice. Thereafter, opportunity of personal hearing was granted to the appellant, but inspite of repeated oppor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , appellant cannot escape penal liability prescribed under the provisions of SEBI Act. In respect of delay in making disclosures penalty imposable at the rate of Rs. 1 lac per day under Section 15A(b) of SEBI Act would be Rs. 1 crore. However, after considering all mitigating factors AO has imposed penalty of Rs. 4.5 lac which cannot be said to be excessive, harsh or unreasonable. 10. We have carefully considered rival submissions. 11. Obligation to make disclosures under the provisions contained in SAST Regulations, 2011 as also under PIT Regulations, 1992 would arise as soon as there is acquisition of shares by a person in excess of the limits prescribed under the respective regulations and it is immaterial as to how the shares are acqu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as provisions under the regulations are violated and that penal liability is neither dependent upon intention of parties nor gains accrued from such delay. Secondly, taking above factors as mitigating factors, AO has imposed penalty of Rs. 4.5 lac as against the liability of Rs. 1 crore each imposable for violations committed under regulation 29(1) and 29(2) of SAST Regulations 2011. Similarly, fact that additional shares were not received on account of any positive act on part of appellant is also untenable, because, liability to make disclosure arises once the shareholding of a person exceeds the limits prescribed under SAST Regulations, 2011 and PIT Regulations, 1992, irrespective of the mode and the manner of acquiring those shares. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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