Home Case Index All Cases Companies Law Companies Law + AT Companies Law - 2015 (6) TMI AT This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2015 (6) TMI 294 - AT - Companies LawDelay in disclosure of sale of shares in excess of 2% of the share capital to the stock exchanges - Delay in disclosure of change in shareholding having more than 5% shares - Penalty for violation of Regulation 29(2) r/w 29(3) of SEBI(SAST) Regulation, 2011 and Regulation 13(3) r/w Regulation 13(5) of SEBI (PIT) Regulations, 1992 - Held that:- It may be pointed out that Regulation 29(3) of SAST Regulations is not in consonance with Regulation 29(2), since Regulation 29(2) requires intimation for every acquisition or disposal, but Regulation 29(3) requires such disclosure “to be made within two days of receipt of intimation of allotment of shares or the acquisition of shares or voting rights in the target company” and there is no time limit for disclosure of disposal of shares or voting rights, although there is a requirement under Regulation 29(2). - In the present case, intimation of disposal of shares or voting rights in target company was required to be intimated under Regulation 29(2) read with Regulation 29(3) of SEBI (SAST) Regulations to stock exchanges and target company by acquirer i.e. Vizwise Commerce Private Limited, but in absence of any time limit for same, no violation as such can be attributed since the intimation was provided. However, under Regulation 13(3) r/w Regulation 13(5) of SEBI (PIT) Regulations, it is seen that sale of shares or voting rights was required to be made to the company, if “for” in Reg.13(3) is read as “or”, then the person concerned i.e. Vizwise Commerce Pvt. Limited, did not make the requisite disclosure to target company i.e. Seasons Textiles Limited, within 2 days of sale of 2,50,000 shares, representing 3.34% of share capital of Seasons Textiles on 18/6/2013 and as such can be held violative of provisions of Regulation 13(3) r/w Regulation 13(5) of SEBI (PIT) Regulations, 1992. It is also point out that these requirements are of intimation i.e. putting down the same in requisite form and posting the same within 2 days and not for reaching the company/stock exchange within 2 days of occurrence - for which additional time, over and above 2 days, for reaching the intimation by post to target company or stock exchange, as the case may, is permitted. It was also submitted by Ld. Counsel that promoter/director of Appellant was hospitalized during the time when sale took place and requirement of those disclosures arose and ultimately breathed his last on 22/7/2013 and hence keeping this in view and also the fact that delay in disclosure under Regulation 13(3) read with Regulation 13(5) of SEBI (PIT) Regulations was only 6 days, the penalty imposed by Ld. A.O. is reduced to ₹ 2,00,000/-. - Decided partly in favour of appellant.
|