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TMI Blog2015 (6) TMI 294X X X X Extracts X X X X X X X X Extracts X X X X ..... ays of receipt of intimation of allotment of shares or the acquisition of shares or voting rights in the target company” and there is no time limit for disclosure of disposal of shares or voting rights, although there is a requirement under Regulation 29(2). - In the present case, intimation of disposal of shares or voting rights in target company was required to be intimated under Regulation 29(2) read with Regulation 29(3) of SEBI (SAST) Regulations to stock exchanges and target company by acquirer i.e. Vizwise Commerce Private Limited, but in absence of any time limit for same, no violation as such can be attributed since the intimation was provided. However, under Regulation 13(3) r/w Regulation 13(5) of SEBI (PIT) Regulations, it is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Advocate For The Respondent : Mr. Kumar Desai, Advocate with Mr. Manish Acharya, Advocate i/b Vigil Juris JUDGMENT : Per : J.P. Devadhar 1. I have gone through the order passed by learned Member Mr. A.S. Lamba. Although I agree with the conclusion drawn therein, I find it difficult to agree with the reasons set out therein. Hence, this separate order. 2. The appellant is aggrieved by the impugned order passed by the Adjudicating Officer of SEBI on August 28, 2014 whereby penalty of ₹ 4 lac is imposed u/s. 15A(b) of the Securities and Exchange Board of India Act, 1992 ( SEBI Act for short) for violating Regulation 29(2) r/w 29(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ute as to the date on which the company got the intimation, the Adjudicating Officer after taking into consideration all mitigating factors has imposed penalty of ₹ 4 lac for the delay in making disclosure under aforesaid provisions. 5. In my opinion, no fault can be found with the decision of the adjudicating officer in holding that the appellant is liable to pay penalty for the delay in making disclosures. However, looking to the fact that the whole time director of the appellant who was looking after the affairs of the company was suffering from cancer at the relevant time and ultimately died on July 22, 2013, in my opinion, it would be just and proper to reduce the penalty from ₹ 4 lac to ₹ 2 lac. 6. Accordingly, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall disclose every acquisition or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified, and such disclosure shall be made within two working days of receipt of intimation of allotment of shares or acquisition of shares or voting rights in the target company to - (a) every stock exchange where the shares of the target company are listed; and (b) the target company at its registered office, and requirement under Regulation 13(3) r/w Regulation 13(5) is any person who holds more than 5% shares for voting rights in any listed company shall disclose to the company in Form C the number of shares or voting rights held and change in share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 29(3) of SEBI (SAST) Regulations to stock exchanges and target company by acquirer i.e. Vizwise Commerce Private Limited, but in absence of any time limit for same, no violation as such can be attributed since the intimation was provided. 6. However, under Regulation 13(3) r/w Regulation 13(5) of SEBI (PIT) Regulations, it is seen that sale of shares or voting rights was required to be made to the company, if for in Reg.13(3) is read as or , then the person concerned i.e. Vizwise Commerce Pvt. Limited, did not make the requisite disclosure to target company i.e. Seasons Textiles Limited, within 2 days of sale of 2,50,000 shares, representing 3.34% of share capital of Seasons Textiles on 18/6/2013 and as such can be held violative o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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