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TMI Blog2020 (2) TMI 870X X X X Extracts X X X X X X X X Extracts X X X X ..... ter referred to as 'PIT Regulations') and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as 'SAST Regulations'). 2. Admittedly, there had been various transfers of shares of Jyoti Ltd. between the present three appellants during the period from 1st October, 2011 to 2nd August, 2013. According to the respondent Securities and Exchange Board of India (hereinafter referred to as 'SEBI') the disclosures of the same were required to be made as mandated by the following provisions which are as under:- Regulation 13 (1) of PIT Regulations: Any person who holds more than 5% shares or voting rights in any listed company shall disclose to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns (3), (4) and (4A) shall be made within two working days of (a) the receipt of intimation of allotment of shares or (b) the acquisition or sale of shares or voting rights, as the case may be. Regulation 29 (1) of SAST Regulations, 2011: Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified. Regulation 29 (2) of SEBI (SAST) Regulations, 2011: Any person, who together with persons acting i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferred to the individual account of appellant Bharat Patel. By virtue of this transfer the holding of appellant Bharat Patel reached 8.51% of the shareholding of the Company. This transfer according to SEBI triggered the disclosure requirement under Regulation 13(4) and 13(1) of the PIT Regulations and Regulation 29(1) of SAST Regulations. 5. On 2nd August, 2013, appellant Bharat Patel transferred back 13,35,834 shares from his account to the above referred joint demat account. This decreased the holding of appellant Bharat Patel which caused change in the shareholding to the extent of 7.80% of the total shareholding. This again has triggered disclosure requirements from appellant Bharat Patel under Regulation 13(4) and 13(3) of the PIT R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re of the same family. Therefore they should be considered as a group of persons acting in concert. The total holding had not undergone any change in order to attract the provisions of the Regulations. The consolidated holding of the group remained intact. The transfer and re-transfer of 13,35,834 shares between the account of appellant Bharat Patel and joint account of Minal Patel and Bharat Patel was by way of temporary loan. These transfers are exempted vide Regulation 10 of SAST Regulations. So far as transfer of 13,30,000 shares by appellant Minal Patel is concerned those were infact transfer of shares to Finquest Securities Pvt. Ltd. as a margin for the purpose of carrying other trades. After the transactions, the shares were re-trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acquisitions shall be exempt from the obligation to make an open offer under regulation 3 and regulation 4 subject to fulfillment of the conditions stipulated therefor,- (a) acquisition pursuant to inter se transfer of shares amongst qualifying persons, being,- (i) immediate relatives; (ii) persons named as promoters in the shareholding pattern filed by the target company in terms of the listing regulations or as the case may be, the listing agreement or these regulations for not less than three years prior to the proposed acquisition; (iii) a company, its subsidiaries, its holding company, other subsidiaries of such holding company, persons holding not less than fifty per cent of the equity shares of such company, other companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olds an independent account. So far as another account is concerned appellant Minal Patel is the first holder of the same alongwith Bharat Patel. The next of the account is of appellant PAT Financial Consultants Pvt. Ltd. which is a private limited Company. As per the reply submitted to SEBI, appellant PAT Financial Consultants Ltd had various shareholders like son and daughter of appellant Bharat Patel and Minal Patel besides themselves. The term 'persons acting in concert' has nothing to do with the disclosure requirement. The same is to be applied in case of requirement of open offer to be made under the regulations. It is an admitted fact that the beneficial ownership in the shares was transferred at the various points of time w ..... X X X X Extracts X X X X X X X X Extracts X X X X
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