TMI Blog2006 (12) TMI 577X X X X Extracts X X X X X X X X Extracts X X X X ..... ed shares of Aftek Infosys Ltd., (for short the target company) and as on March 2, 2001 their aggregate holding constituted 15.28% of the paid up capital of the target company and since the appellants did not make a public announcement to acquire further shares of the target company in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter called the takeover code) they violated Regulation 10 of the takeover code. The charge in the second show cause notice was that the appellants together acquired more than 5% of the paid up capital of the target company without informing the said company and, therefore, they violated Regulation 7 of the takeo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing in concert with each other had acquired shares of the target company in excess of 5% of its paid up share capital and that they did not report this acquisition to that company and thus violated Regulation 7(1). It had also been pointed out to the appellants in the show cause notice that they were controlled by Ketan Parekh and that they were acting in concert as per his directions and control in the matter of acquisition of shares of the target company. It is common ground between the parties that the appellants did not file any reply to the second show cause notice. This being so, it has to be presumed that the charges alleged against them in the show cause notice were admitted by them. They will be deemed to have admitted the fact tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ants before the adjudicating officer had only stated that the documents relied upon by the Securities and Exchange Board of India (for short the Board) did not suggest that all the appellants were linked with each other. This statement of the counsel does not amount to denial of facts as mentioned in the show cause notice. Be that as it may, when the counsel stated as aforesaid, the adjudicating officer clarified and pointed out to the counsel that all the appellants had been acting in concert with each other and that the basis for such an observation was their constitutions, their shareholding pattern, their directors and the common addresses which they all had. All this is recorded in the proceedings of the adjudicating officer held on Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... em and they also knew that Ketan Parekh was the person who was lurking behind the corporate veil and was controlling the companies in the matter of buying and selling shares in the stock market. It was for them to place material before the adjudicating officer to rebut the allegation. They did not do so despite the clarification given by the adjudicating officer during the course of the proceedings. We cannot, therefore, uphold the contention that the charge was vague or that the appellants did not know what precise allegations they had to meet. The learned Counsel for the appellants relied upon the judgements of the Apex court in Lubri-Chem Industries Ltd. v. Collector of Central Excise, Bombay, B.D. Gupta v. State of Haryana and Tarlochan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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