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2018 (8) TMI 835 - AT - Companies LawViolation of certain provisions of SEBI Act, 1992 - misleading corporate announcements which led to increase in its share price and substantial increase in the volume of trading in its shares - incorrect information on promoters’ shareholding - fraudulent preferential allotment of 290 lakh shares to seven connected entities /persons without real inflow of funds. Held that:- We find it quite inexplicable on the reluctance of all the appellants to share details regarding their obtaining the shares of PCL. Given this reluctance, we find no fault in the decision of the WTM of SEBI in taking a notional value of ₹ 1 per share as acquisition cost while calculating disgorgement. Given the connection between erstwhile promoters or directors of PCL, the preferential allotment, cross directorship of various entities, usages of same address and telephone nos. etc. by some of the entities, the financial transactions between some of the entities, the offmarket transactions of shares of PCL between some of the promoters and directors of PCL connection between these entities have been conclusively established. However benefit of doubt given to two appellants. Given the above facts and finding in the impugned order that appellants in all appeals, except Appellant nos. 2 and 3 in Appeal no. 306 of 2016, have violated Regulation 3(a), 3(b), 3(c), 3(d), 4(1), 4(2)(e), (k) and (r) of the PFUTP Regulations, 2003 cannot be faulted. Similarly, finding in the impugned order that the beneficiaries of the preferential allotment have violated Regulation 8(3) and Regulation 10 of SAST Regulations, 1997 also cannot be faulted. The appellants in Appeal No. 374, 375 and 376 of 2017 are therefore liable for the violations of SAST Regulations, 1997 in addition to the violation of the PFUTP Regulations, 2003, common to all appellants, except Appellant nos. 2 and 3 in Appeal no. 306 of 2016.
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