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TMI Blog2014 (6) TMI 901X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany, whereas, obligation to make disclosures under Regulation 8(1) and 8(2) of SAST Regulations, 1997 is on a person holding more than 15% shares of a company. Therefore, obligation to make disclosures under Regulation 8(1) and 8(2) of SAST Regulations, 1997 is independent of the obligation to make disclosure under Clause 35 of the listing agreement. Second argument of the appellant to the effect that there was no disproportionate gain or unfair advantage derived by the appellants or loss caused to the investors as a result of failure on part of the appellant to make disclosures and hence penalty ought not to have been levied is also without any merit because obligation to make disclosure under Regulation 8(1) and 8(2) of SAST Regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Menon, Advocate with Mr. Siddharth Shenoy, Advocate For The Respondent : Mr. Kumar Desai, Advocate with Mr. Mihir Mody, Advocate Per: Justice J.P. Devadhar (Oral) 1. Appellants in these two appeals challenge adjudication orders passed by the Adjudicating Officer ( AO for short) of Securities and Exchange Board of India ( SEBI for short) both dated March 24, 2014, whereby penalty of ₹ 10 lac has been imposed upon each of the appellant under Section 15A(b) of the Securities and Exchange Board of India Act, 1992 ( SEBI Act, 1992 for short) for violating Regulation 8(1) and 8(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 ( SAST Regulations, 1997 for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under Regulation 8(1) and 8(2) of SAST Regulations, 1997. c) Shareholding of the appellants had remained unaltered in all the years in question and therefore in the absence of any change in shareholding and quantum of shareholding being within the public domain, in view of declaration made under Clause 35 of listing agreement AO was not justified in imposing hefty penalty of ₹ 10 lac upon each appellants. e) AO failed to consider that the alleged non compliance of Regulation 8(1) and 8(2) of SAST Regulations, 1997 for the years 1998 to 2008 was at best a mere technical default which did not in any manner compromised with the interest of the shareholders. f) AO erred in passing the impugned order without duly considering Sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o have been levied is also without any merit because obligation to make disclosure under Regulation 8(1) and 8(2) of SAST Regulations, 1997 is not restricted to cases where there is disproportionate gain or unfair advantage and where loss is caused to the investors as a result of failure to make disclosures. In other words, irrespective of disproportionate gain or unfair advantage derived or any loss caused to the investors, obligation to make disclosures under Regulation 8(1) and 8(2) of SAST Regulations, 1997 have to be complied with. No doubt, that these factors are required to be taken into consideration while determining the quantum of penalty. In the present case, penalty imposable upon the appellants for failure to make disclosures u ..... X X X X Extracts X X X X X X X X Extracts X X X X
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