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TMI Blog2020 (2) TMI 868X X X X Extracts X X X X X X X X Extracts X X X X ..... oard of India (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as 'PIT Regulations) and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as 'SAST Regulations, 1997) and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as 'SAST Regulations, 2011) the present appeal is preferred. 2. According to the respondent Securities and Exchange Board of India (hereinafter referred to as 'SEBI') the appellant on November 15, 2000, had acquired through off market transaction, 4,84,000 shares of Finalysis Credit & Guarantee Company Limited (herei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e very 4 lakh shares of the company by the appellant being a promoter resulted into requirement to make disclosures under Regulation 13(4A) read with Regulation 13(5) of the PIT Regulations. No such disclosure was made. 3. The appellant submitted as under:- That he has not acquired the shares in the year 2000. Infact he had given a loan of Rs. 30 lakhs to one Mukesh Kothari who was then promoter/director of the Company. He did not repay the amount. On the other hand, he handed over certificates of 4,84,000 shares of the Company along with blank transfer deeds signed by Kothari and his family members. Those share certificates and transfer deeds were lying with the Appellant since 2001 and not since 2000 as alleged in the show cause notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 001 (except two trades for 400 shares on August 1, 2001 till March, 2012). The Company was defunct and trading in the scrip was suspended by BSE with effect from September 9, 2014. The appellant had submitted the print out of the trading data of the Company taken from the website of BSE and annexed the same to his written submissions dated September 25, 2017 as Annexure 'B'. He further submitted that as the trading was suspended there was no way to get the shares transferred and disclosures were not made. He further submitted that as no monetary loss is caused to any investors and the appellant had to suffer all these tragic episodes he should be absolved from the proceedings. 5. The Adjudicating Officer however held that as per th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r. Mukesh Kothari became a proclaimed offender and was facing criminal prosecution. So far as the claim of the present appellant is concerned, it was found that the appellant had pledged his personal fixed deposits to the Union Bank of India for advances made to Solid Carbide Tools Ltd. Since the loan was not repaid by this Company, the bank invoked the said deposit for adjusting outstanding claim and, thus, the appellant had become the creditor of the said Solid Carbide Tools Ltd. These facts would show that the appellant was the creditor of Solid Carbide Tools Ltd. of which Mr. Kothari was the promoter and chairman. Mr. Kothari remained a proclaimed offender since 2001 upon proclamation by the concerned criminal court. According t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tail him of any gain or loss to any shareholder as the Company is completely defunct, slapping a monetary penalty would amount to adding insult to injury. He, therefore, submitted that the appeal be allowed. 3. Taking into consideration that the appellant is now 75 years old and finding that he was forced to accept the shares by Mr. Kothari as corroborated by the order of the Bombay High Court in Company Petition and that one disclosure regarding the disposal is made, in our view, though the violation of the regulations is proved, monetary penalty is not warranted in this case. Hence the following order:- 4. The appeal is partly allowed. The order of the Adjudicating Officer declaring that the appellant has violated the regulation is he ..... X X X X Extracts X X X X X X X X Extracts X X X X
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