TMI Blog2019 (9) TMI 1496X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company is taken as an yardstick to suggest an inordinate delay in adopting the model code of conduct then by the same standard, SEBI is guilty of issuing a show cause notice for alleged violations of the model code of conduct after more than 15 years. Admittedly, the amendments were made in the PIT Regulations in 2002 and even though there was no time limit requiring the listed companies to adopt the model code of conduct, nonetheless the appellant Company AZPIL adopted the model code of conduct in the year 2004. No action was taken by SEBI over all these years and only woke up after 15 long years for the alleged violations. In our view, for this inordinate delay, proceedings could not have been launched nor can the question of impositio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... instant case was not done - Penalty imposed on Pawan Singhal the Compliance Officer - Trading window shall be closed during the time information referred to in para 3.2.3 is unpublished. Under clause 3.2.4 the trading window shall be opened 24 hours after information referred to in para 3.2.4 is made public. The AO has imposed a penalty upon the Compliance Officer / appellant for not closing the trading window on March 3, 2014. Once intimation was sent by the Company to the stock exchange disseminating the requisite information about the delisting, it was the duty of the Compliance Officer to close the trading window. Thus, there was a violation committed by the Compliance Officer. However, we find that admittedly no trading was done. No o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the Company AZPIL and Supriya Kumar Guha under Section 15HB of the SEBI Act, 1992 for violation of Regulation 12(1) read with Clause 1.2 of the code of conduct specified under Part A of Schedule I of the Regulations, 1992 read with Regulation 12(2) of the PIT Regulations, 2015. The AO further imposed a penalty of ₹ 1 lakh on the Company Secretary Pawan Singhal for violation of Clause 1.2 read with Clause 3.2.1 and 3.2.4 of the code of conduct specified under Part A of Schedule A of Schedule I read with regulation 12(1) of PIT Regulations 1992 read with 12(2) of the PIT Regulations 2015. 2. Against the aforesaid order two appeals have been filed, namely, Appeal No. 358 of 2018 by AstraZeneca Pharma India Limited and Appeal No. 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t. 5. Having hearing the learned counsel for the parties we find that the stand taken by the appellant namely that they had submitted the draft model code of conduct to the holding Company for approval took time has not been disbelieved while holding that there has been an inordinate delay of two years in adopting the model code of conduct. 6. If two years taken by the Company is taken as an yardstick to suggest an inordinate delay in adopting the model code of conduct then by the same standard, SEBI is guilty of issuing a show cause notice for alleged violations of the model code of conduct after more than 15 years. Admittedly, the amendments were made in the PIT Regulations in 2002 and even though there was no time limit requiring t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) Vol.11 SCC 363 and Joint Collector Ranga Reddy Dist. Anr. vs. D. Narsing Rao Ors. (2015) Vol. 3 SCC 695. The Supreme Court recently in the case of Adjudicating Officer, SEBI vs. Bhavesh Pabari (2019) SCC Online SC 294 held: There are judgments which hold that when the period of limitation is not prescribed, such power must be exercised within a reasonable time. What would be reasonable time, would depend upon the facts and circumstances of the case, nature of the default/statute, prejudice caused, whether the third-party rights had been created etc. The aforesaid principle is squarely applicable in the instant case. 8. Appeal No. 359 of 2018 has been filed by Pawan Singhal who was the Compliance Officer. Delisting announcem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecurities. The trading window shall be closed during the time the information referred to in para 3.2.3 is unpublished. 3.2.2 When the trading window is closed, the employees/directors shall not trade in the company s securities in such period. 3.2.3 The trading window shall be, inter alia, closed at the time :- (a) Declaration of financial results (quarterly, half-yearly and annually). (b) Declaration of dividends (interim and final). (c) Issue of securities by way of public/rights/bonus etc. (d) Any major expansion plans or execution of new projects. (e) Amalgamation, mergers, takeovers and buyback. (f) Disposal of whole or substantially whole of the undertaking. (g) Any changes in policies, plans or operations ..... X X X X Extracts X X X X X X X X Extracts X X X X
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