9911796707
TMI Blog2014 (1) TMI 1658X X X X Extracts X X X X X X X X Extracts X X X X ..... this Tribunal dated February 9, 2010 passed in Appeal No. 183 of 2009 in the case of Triumph International Finance India Ltd. vs SEBI [2010 (2) TMI 1127 - SECURITIES APPELLATE TRIBUNAL MUMBAI] is clearly distinguishable and does not advance the case of the appellants in any manner. - Decided against the appellants. - Appeal No. 113 of 2013 - - - Dated:- 15-1-2014 - J.P. Devadhar, Jog Singh and A.S. Lamba, JJ. For The Appellant : Mr. Vinay Chauhan, Advocate with Mr. K.C. Jacob, Advocate For The Respondent : Mr. Shyam Mehta, Senior Advocate with Mr. Mihir Mody and Mr. Pratham V. Masurekar, Advocates Per : Jog Singh 1. The present appeal is preferred by three appellants namely, Mr. Giriraj Kishor Agarwal; (Appellant No. 1), Golden Steel Industries Pvt. Ltd. (formerly known as Shreeji Herbal Ltd.); (Appellant No. 2), Handful Investrade Private Limited; (Appellant No. 3) against the impugned order dated February 4, 2013 passed by the respondent imposing penalty of ₹ 12,57,500 on each of the appellants under section 15H(ii) of Securities and Exchange Board of India Act, 1992 for violation of the provisions of regulation 10 of the SEBI (Substantial Acquisitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submissions made by the appellants, the learned AO came to the conclusion that the appellants had violated the provisions of regulation 10 of the Takeover Regulations, 1997 and imposed a monetary penalty of ₹ 1,00,60,000 (One crore sixty thousand) on all the eight entities, including the three appellants, in effect imposing a penalty of ₹ 12,57,500 (Rupees twelve lakh fifty seven thousand and five hundred only) on each of them. The main case of the appellants before this Tribunal is that the respondent have not established by cogent and convincing evidence that the appellants had acquired the shares of the Target Company with a common objective . 5. Learned counsel for the appellants, Shri. Vinay Chauhan, has strenuously argued before us that the element of a common objective as enshrined under regulation 2(1)(e) of the Takeover Regulations, 1997 which defines the concept of persons acting in concert (PAC), is a prerequisite to bringing certain persons under the definition of PAC . The factum of acquisition of shares in question on April 3rd and 4th, 2006 is not denied by the appellants; the only submission is that mere acquisition of such shares would not pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11,200 shares of AIL as on the eve of April 4, 2006, which constitutes 32.02% of the total share of the AIL triggering the provisions of regulation 10 regarding public announcement of such an acquisition to the shareholders at large. This having not been done, the appellant have undoubtedly violated the provisions of law and they have been rightly held guilty of the same by the learned AO by imposing the monetary penalty in question on all the eight entities, including three appellants. 9. The element of common objective is clearly established by the learned AO in the impugned order. It is evident from the records that the same person namely, Shri. Dhiren Shukla, sold shares to all the eight entities including the three appellants before us at the rate of ₹ 2 each in the off market. It is vividly brought on record that at that time the price of the scrip of AIL in the market was in the range of ₹ 67 to ₹ 70. Therefore, transfer of bulk shares, that too at the same rate of ₹ 2 per share and in almost equal numbers to all the eight entities within two days is a clear indicator of the appellants having acted in concert with each other to acquire the shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... during investigation period. Also acted as compliance officer of Axon Infotech Ltd. (AIL). From the Annual Report of Kushal Software Ltd. [KSL] for 2004-05 and 2005-06, it was observed that Mr.Dhiren Shukla was a director of the company. Transferred shares off market to KSL. Kushagra Software Ltd., Shreeji herbal Ltd., Handful Investrade Pvt. Ltd., Ms. Sheetal Kadam, VRP Financial Services Pvt. Ltd., and Keystone Stock Finance P. Ltd. Received shares off market from VRP Financial Services Pvt. Ltd., and Kushagra Software Ltd. b. Similarly, Mr. Ravindra Bhaskar Deshmukh, was a director of AIL during the period of investigation as per reply given by the company. Represented AIL at BSE regarding the proposal of amalgamation of KSL with AIL. Was a director of KSL during the period of investigation. Person placing buy/sell orders on behalf of KSL as per reply of the company. c. Mr. Giriraj Kishor Agarwal, is an important link and some of the crucial facts showing connections are:- i) Telephone numbers 26354910, 26354911 on the letterhead of AIL are registered in the name of Handful Investrade, an entity promoted by Giriraj Kishor Agarwal. ii) Investment Advisor of KSL. i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f VRP Financial Services Pvt. Ltd. at C-201, Bhadrakali Darshan, Station Road, Bhayander W, Mumbai- 401 101 as per NSDL data. m. Mr. Vikas Kashiram Kadam, has transferred shares to VRP Financial Services Pvt. Ltd. off market which has the same address as that of Ms. Sheetal Kadam at Dr. Rane Kutir Dies Compound, Society Road No. 1, Natwar Nagar, Jogeshwari E, Mumbai- 400 060. n. Ms. Sheetal Kashiram Kadam has received shares from Mr. Dhirendra Shukla and KSL off market. Money was paid to the broker by Ms. Sheetal Kadam from the A/c 1592000009075 of HDFC Bank which is owned by Sanchit portfolio having the same address as of VRP Financial Services Pvt. Ltd. namely C-201, Bhadrakali Darshan, Station Road, Bhayander W, Mumbai-401 101. Money was transferred from the A/c 0471000017151 of HDFC Bank owned by Ms. Tanu Giriraj Kishore Agarwal to A/c 1592000009075. Money was also transferred from the A/c of Ms. Tanu Giriraj Kishore Agarwal to A/c 1592000011223 owned by Shree Krishna Finance Services having the same address as that of Ms. Sheetal Kadam namely Dr. Rane Kutir Dies Compound, Society Road No. 1, Natwar Nagar, Jogeshwari E, Mumbai- 400 060. o. Mr. Shasvat Garg, is Introduc ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
