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Ambaji Papers Pvt. Ltd., Inco Infrastructure Pvt. Ltd., Besides Patil Floor Mill, Ramji Agri Business Pvt. Ltd. And Runicha Alloys & Steel Pvt. Ltd. Versus The Adjudicating Officer Securities and Exchange Board of India

2014 (1) TMI 1826 - SECURITIES APPELLATE TRIBUNAL, MUMBAI

Failure to inform the stock exchanges about acquisition of shares thereby depriving the public of the information regarding acquisition of shares to the tune of 5.22 per cent instead of 5% - marginally crossed the limit prescribed by the regulations in respect of their shareholding in Murli Industries Limited (MIL), i.e. the company in question - Held that:- Regulation 7 of the SAST Regulations, 1997 read with Regulation 35(2) of the SAST Regulations, 2011 clearly points out that not only the co .....

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ted in complying with the regulations regarding disclosures in question in our considered view and in the facts and circumstances of the present cases. The infraction, although venial in nature, is an infraction nonetheless. This Tribunal has held time and again that the penalty levied on any wrong-doer ought to be commensurate with the gravity of the deviation effected. Therefore, we feel that for this lapse a penalty of ₹ 1 lac on each of the appellants would suffice to meet the ends of .....

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Chauhan, Advocate for the Appellants. Mr. Kumar Desai, Advocate with Ms. Khushboo J. Tatia, Advocate for the Respondent. Jog Singh In this bunch of five appeals, the appellants have challenged the same impugned order dated September 30, 2013 by which each of the appellants is imposed a monetary penalty of ₹ 5 lac for the alleged violations of the provisions of Regulations 7(1) and 7(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 read with Regulation 35(2) o .....

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he respondent was that they marginally crossed the limit prescribed by the regulations in respect of their shareholding in Murli Industries Limited (MIL), i.e. the company in question. 4 MIL is a public limited company incorporated under the Companies Act, 1956, having its registered office at Nagpur. It is, interalia, engaged in the production and marketing of various agro based products and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). On April 30, 2005, t .....

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t shareholding i.e. 0.22 per cent more than the limitation prescribed by the regulations. 5. We have heard both the learned counsel for the parties at length and perused the appeals as well as documents annexed therewith. The sole case of the respondent against the appellant is that it failed to inform the stock exchanges about its acquisition of shares thereby depriving the public of the information regarding acquisition of shares to the tune of 5.22 per cent instead of 5%. The admitted positio .....

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he public at large as well as the shareholders had due knowledge of the acquisition of number of shares by the appellants. This information also duly includes the exact percentage of decrease in promoter s shareholding and the corresponding increase in the public shareholding. No one was deprived of this important information. Therefore, the charge levelled against the appellants to this extent is superfluous. Indeed the underlying objective of regulation 7 of the SAST Regulations read with Regu .....

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hat a meeting of the Board of Directors of the Company will be held on November 20, 2006, inter alia, to consider the following: 1. Payment of Interim Dividend 2. Allotment of Shares to the Share Warrant Holders. 3. To fix the date of Extra Ordinary General Meeting. 4. To consider the issue of shares to other than existing share holders U/s 81(1A). 16 Nov 2006 Murli Agro - Updates Murli Agro Products Ltd. had informed BSE that the Company had issued 25 lacs share warrant on June 08, 2005 to the .....

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d decided to allot the Shares on receipt of payment from the Share Warrant Holders. 3. Fixed the date of Extra Ordinary General Meeting and EOGM will be held on December 15, 2006. … 06 Dec 2006 Murli Agro - Board Meeting on Dec 15, 2006 Murli Agro Products Ltd has informed BSE that a meeting of the Board of Directors of the Company will be to consider the following : 1. Conversion of share warrant in to shares of the Company. 2. Overview in the overall status of the Company. Murli Agro - .....

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s issue the Promoters holding will reduce by 19% i.e. from 74.90 to 55.35% and Public holding increased by 19% that is 25.10% to 44.65%. 2. Board discussed and noted the Status of Cement Project and Paper Expansion. 3. Board noted the Change in name from the Murli Agro Products Ltd to Murli Industries Ltd as per Certificate of Change in Name issued by the ROC vide letter dated November 27, 2006. 8. Having said so, we would like to pertinently note that a reading of Regulation 7 of the SAST Regul .....

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