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TMI Blog2020 (2) TMI 870X X X X Extracts X X X X X X X X Extracts X X X X ..... harat Patel. The next of the account is of appellant PAT Financial Consultants Pvt. Ltd. which is a private limited Company. As per the reply submitted to SEBI, appellant PAT Financial Consultants Ltd had various shareholders like son and daughter of appellant Bharat Patel and Minal Patel besides themselves. The term 'persons acting in concert' has nothing to do with the disclosure requirement. The same is to be applied in case of requirement of open offer to be made under the regulations. It is an admitted fact that the beneficial ownership in the shares was transferred at the various points of time which required to be disclosed by the appellant either to the Company or to the stock exchanges as per the regulations. Having failed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... han 5% shares or voting rights in any listed company shall disclose to the company in Form A, the number of shares or voting rights held by such person, on becoming such holder, within 2 working days of (a) the receipt of intimation of allotment of shares; or (b) the acquisition of shares or voting rights, as the case may be. Regulation 13 (3) of SEBI (PIT) Regulations, 1992: 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 shareholding or voting rights, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure made under sub-regulation ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2) of SEBI (SAST) Regulations, 2011: Any person, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds two per cent of total shareholding or voting rights in the target company, in such form as may be Specified. 3. The appellants' reason that all the transfers were between the group i.e. th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... losure requirements from appellant Bharat Patel under Regulation 13(4) and 13(3) of the PIT Regulations and Regulation 29(2) of SAST Regulations. 6. Transfer of 13,35,834 shares and re-transfer of the same as detailed supra has caused necessity of disclosure by Minal Patel as the first holder under Regulation 13(3) of the PIT Regulations and Regulation 29(2) of SAST Regulations as well as disclosure requirement under Regulation 13(1) of the PIT Regulations and Regulation 29(1) of SAST Regulations. Besides this, on January 31, 2012 appellant Minal Patel acquired 13,30,000 shares which triggered the disclosure requirement under Regulation 13(1) of the PIT Regulations and Regulation 29(1) of the SAST Regulations. 7. So far as appellant P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as a margin for the purpose of carrying other trades. After the transactions, the shares were re-transferred to Minal Patel's account. As regard the transfer of 7,60,000 shares by appellant PAT Financial Consultants Pvt. Ltd., it was submitted that the same was towards early pay-in of expected in lieu of margin payment and, therefore, all the appellants wanted that they should be exonerated from the same. 9. The Adjudicating Office however held that so far as the case of loan of share is concerned it was a pledge which required disclosure. Further, the defense that the transfers are exempted by Regulation 10 of SAST Regulation was not accepted. In the circumstances relying on the observation of this Tribunal in between Akriti Global ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of such holding company, persons holding not less than fifty per cent of the equity shares of such company, other companies in which such persons hold not less than fifty per cent of the equity shares, and their subsidiaries subject to control over such qualifying persons being exclusively held by the same persons; Explanation: For the purpose of this sub-clause, the company shall include a body corporate, whether Indian or foreign; (iv) persons acting in concert for not less than three years prior to the proposed acquisition, and disclosed as such pursuant to filings under the listing regulations or as the case may be, the listing agreement; (v) shareholders of a target company who have been persons acting in concert for a period ..... X X X X Extracts X X X X X X X X Extracts X X X X
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