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TMI Blog2015 (8) TMI 670X X X X Extracts X X X X X X X X Extracts X X X X ..... 0(1), (2) read with Regulation 30(3) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 respectively and Rs. 2,50,000/- on appellant no. 3 for the violation of Regulations 8(1), 8(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997, hereinafter referred to SAST Regulations. 2. While examining the letter of offer document of one Mr. P. B. Krishna Prasad, the acquirer, to acquire the shares of appellant no. 1 i.e. the company, it was observed by SEBI that the erstwhile promoter of the company, i.e. appellant no. 2 did not comply with the provisions of Regulation 30(1) & 30(2) read with 30(3) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, hereinafter refer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s before this Tribunal challenging the impugned order dated April 30, 2014. 3. The relevant regulatory provisions which are alleged to have been violated by the three appellants are reproduced hereinbelow for the sake of convenience :- SAST Regulations, 1997 "8(1) Every person, including a person mentioned in regulation 6 who holds more than fifteen per cent shares or voting rights in any company, shall, within 21 days from the financial year ending March 31, made yearly disclosures to the company, in respect of his holdings as on 31st March. (2) A promoter or every person having control over a company shall, within 21 days from the financial year ending March 31, as well as the record date of the company for the purposes of declara ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arget company are listed; and (b) the target company at its registered office." 4. We have heard both the learned counsel for the parties at length and have perused pleadings and records. 5. It is an admitted position that Shri Benny Abraham, appellant no. 2 did not comply with the provisions of Regulation 30(1) and (2) read with Regulation 30(3) of the SAST Regulations, 2011 for the financial year ending March 31, 2012 within stipulated period and there was a delay of ten days in making such disclosures on one occasion. In the case of appellant no. 3, Ms. S. Subashini, it is noted that she did not comply with the provisions of Regulations 8(1) and 8(2) of the SAST Regulations, 1997 on two occasions i.e. for the year ending March 31, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lity as contended by the learned counsel for the appellants. The principle of proportionality would come to the rescue of an appellant only when the penalty sought to be imposed by SEBI is highly, and rather shockingly, disproportionate to the gravity, nature and extent of the violation involved in a given case, including any illegal profits which might have been earned by a person as a result of such violation or any loss which might have been caused to the innocent investors directly due to such violation. 7. Similarly, the contention of the appellants that the lapses / delay in compliance with the disclosures norms were due to inadvertence or they were unintentional, therefore, cannot be accepted. Undoubtedly, the purpose of these discl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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