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TMI Blog2018 (8) TMI 742X X X X Extracts X X X X X X X X Extracts X X X X ..... rather we hold that these are clever steps taken by the company and the promoters, including the appellants herein to deliberately mislead the public. In fact, if the appellants could produce documents relating to how they happened to hold the admitted 40 lakh shares of PCL each that could have been to their advantage. The very fact that they are unwilling to produce any documents relating to the same is sufficient to prove that the appellants are not forthright in their stand. Given the admitted fact that none of the appellants in the matter of PCL, including the appellants herein, has provided details of acquisition cost etc to SEBI, the finding in the impugned order that ₹ 24 lakh profit has been made cannot be faulted. Similarly, as against the maximum of ₹ 25 crore each imposable under Section 15HA of SEBI Act the penalty imposed is only ₹ 72 lakh each which cannot be faulted. - Appeal No. 416 of 2016 With Appeal No. 477 of 2016 - - - Dated:- 28-6-2018 - Mr. J. P. Devadhar, Presiding Officer And Dr. C. K. G. Nair, Member For The Appellants : Mr. Shyam Shelat, Advocate i/b Shelat Associates For The Respondent : Mr. Pradeep Sancheti, Senior ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nts were never promoters of the company. It is on record that this wrong disclosure was taken up with PCL by Tushar Shah (Appellant in Appeal No. 416 of 2016) on November 28, 2006 and PCL replied on February 25, 2007 confirming that the appellant was never a promoter of PCL and also promising that the records will be corrected accordingly. Similarly, Parag Shah (Appellant in Appeal No. 477 of 2016) had taken up the matter with PCL on May 15, 2007 to which PCL replied on July 15, 2007 confirming that Parag Shah was also never a promoter of PCL and also stating that the mistakes in the records will be rectified. The Managing Director of PCL, Pratik Shah, has also given a notarized affidavit on March 28, 2014 to this effect stating that the promoter holding statement given by PCL to BSE contained inadvertent errors. 4. Learned Senior Counsel for the appellants also argued that disclosures made by PCL during 2004-07 were held to be wrong even by the WTM of SEBI in his order dated August 12, 2016. This also corroborates that the company was filing wrong returns and therefore the appellants were in fact not the promoters. Further, the appellants had transferred 40 lakh shares each by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nor the affidavit filed in the year 2014 has any veracity. He submitted that there are several documents linking these entities and their connection to PCL is on record and separate orders have been issued against them by SEBI. For instance, from the list of beneficiary accounts / trading accounts being operated by Ashok Hiralal Shah 21 entities, many of whom are on appeal before us either in these appeals or against the WTM order dated August 12, 2016, the common mobile number 9824019596 which admittedly belongs to Ashok Shah has been given as their contact number in their documentation relating to depository accounts. These details are part of the records in one of the appeals (Appeal No. 306 of 2016) filed against the WTM s order dated August 12, 2016 on the same matter of PCL. Since appellants were indeed promoters and hence were party to the fraudulent scheme a higher penalty of ₹ 72 lakh each has been imposed on them vis- -vis appellants in similar matters (supra) cited by the appellants. 8. We do not find any merit in the arguments put forth by the Learned Counsel for the appellants. The misleading corporate announcements are not in dispute and are found to be viol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... number becomes another point of convergence between the promoters and the related entities. Since they were promoters their argument that they had no role in the misleading corporate announcements also has no merit. Another interesting fact emerging from these appeals (and in all appeals on the PCL matter) is the unwillingness of the appellants to disclose the details of their obtaining the shares of PCL; though the appellants attribute it to memory loss emanating from considerable delay in issuing the SCNs. We have been shown records by the respondent that even in some of the related matter on PCL adjudicated during 2011-12 (SEBI order dated January 19, 2012 upheld by this Appellate Tribunal by its order dated April 8, 2013) against some of the group entities no one could recall or produce details relating to their transactions in PCL shares. In fact, if the appellants could produce documents relating to how they happened to hold the admitted 40 lakh shares of PCL each that could have been to their advantage. The very fact that they are unwilling to produce any documents relating to the same is sufficient to prove that the appellants are not forthright in their stand. 10. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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