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2017 (1) TMI 1416 - Tri - Companies LawInformation mandatory to be provided under the Regulations was not provided to the company - violation to the SEBI Regulations - Buyback of shares - penalty for the violation of SEBI regulations - Held that:- In this case, admittedly respondent Nos. 1 and 2 have committed violation of SEBI Regulations for which penalty has been imposed by Adjudicating Authority under the SEBI Act the mischief remains undone, for which proceeding lies under section 111A(3) of the Companies Act as the power exercised by the Company Law Board and the power exercised by the SEBI fall in different and distinct jurisdictional fields. Undoubtedly, SEBI has imposed penalty for the violation of SEBI regulations but section 111A(3) empowers the Tribunal to direct the parties so that the mischief is undone. In the present case, respondent Nos. 1 and 2 have acquired shares in excess of 5% of the shareholding in violation of regulation 29(1) of the Takeover Regulations 2011, which is punishable under section 15A(b) of SEBI Act Therefore, whatever shares which have been acquired in excess of 5% in violation of SEBI regulations, in the interest of justice, should be offered for buyback to the company at the market value of the share which was on the date of the presentation of the petition under section 111A(3). Therefore company petition deserves to be allowed. Company petition is hereby allowed and the company is authorised to buyback the shares at the rate which was prevailing on the date of presentation of the petition or market value, whichever is higher. The respondent Nos. 1 and 2 are directed to hand over the share certificate and Share Transfer Form within 30 days of the order to the Company and in response to that petitioner will be liable to pay the buyback price which shall be, the value of shares which was prevailing on the date of the presentation of the petition or market value whichever is higher
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