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TMI Blog2014 (2) TMI 1406X X X X Extracts X X X X X X X X Extracts X X X X ..... Ltd., Madan Multitrade Pvt. Ltd., Maginot Trading Company Pvt. Ltd., Montreal Trading Company Pvt. Ltd., Newtree Mercantile Company Pvt. Ltd., Niti Mercantile Company Pvt. Ltd., Palaash Construction Pvt. Ltd., Prajay Trading Company Pvt. Ltd., Real Star Trading Company Pvt. Ltd., Sarveshwara Trading Company Pvt. Ltd., Sea View Trading Company Pvt. Ltd., Seaview Multitrade Company Pvt. Ltd., Skyview Trading Company Pvt. Ltd., Starview Constructions Pvt. Ltd., Starview Mercantile Company Pvt. Ltd., Sulochana Mercantile Pvt. Ltd., Superhouse Trading Company Pvt. Ltd., Topcare Constructions Pvt. Ltd., Topcare Trading Company Pvt. Ltd., Vinay Mercantile Pvt. Ltd., Watergate Mercantile Company Pvt. Ltd., Colorshop Trading Company Pvt. Ltd., Geonet Trading Company Pvt. Ltd., Infinite Mercantile Company Pvt. Ltd., Punit Mercantile Pvt. Ltd., Superfine Trading Company Pvt. Ltd., Acrow Constructions (P) Ltd., Acrow Realcon Pvt. Ltd., Allcon Estate (P) Ltd., Alpha (India) Properties Ltd., Avera Engineering (P) Ltd., Avera Machinery (P) Ltd., Avera Properties (P) Ltd., Avon Realcon (P) Ltd., Axtel Properties (P) Ltd., Badal Realty (P) Ltd., Bodal Conpro (P) Ltd., Capman Conpro (P) Ltd., Charms ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een June 2007 and December 2009 ('Investigation Period' for convenience) to find out as to whether those entities had violated SEBI Act and Rules and regulations made thereunder. 3. Even after making reference to SEBI to consider as to whether there were violations committed by promoters of BoR under SEBI Act, it was open to RBI to initiate proceedings against promoters of BoR on ground that RBI guidelines have been violated. However, fact that RBI has not initiated any proceedings against promoters of BoR for alleged violation of RBI guidelines would not vitiate proceedings initiated by SEBI against promoters of BoR for allegedly violating SEBI Act and regulations made thereunder, because RBI as banking sector regulator and SEBI as capital market regulator operate in different fields and exercise powers vested in them under RBI Act and SEBI Act respectively which are independent of each other. Question, therefore to be considered in these 14 appeals is whether appellants who are promoters of BoR and persons allegedly connected with them have violated provisions of SEBI Act, Rules/Regulations framed thereunder and if so, whether quantum of penalty imposed upon each of them ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by WTM in his order dated March 26, 2012. 5. As per the investigation report, Promoter group controlled by Tayal family had in collusion with/in concert with Tayal group, Yadav group had traded in BoR shares amongst themselves and thereby enabled promoters to make fraudulent misrepresentation to the investors. Therefore, promoter group controlled by Tayal family as well as Tayal group/Yadav group/Silvassa group entities had violated regulation 3 (a)(b)(c)(d) as also regulation 4(1), 4(2)(f) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ('PFUTP Regulations, 2003' for short) read with section 12A(a)(b) and (c) of SEBI Act, 1992 and that some of them had also violated regulation 8(2) and 11(1) and 11(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ('SAST Regulations, 1997' for short). Investigation report, further concluded that some of the persons had violated section 11C (2)(3) and (5) of SEBI Act by not responding to summons issued to them. Accordingly, on receiving authorization, AO issued show cause notices to all 118 entities who are appellants in these 14 appeals and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... edkar Nagar, S M Road, Kokari Agar, Sion Koliwada, Mumbai- 400 003 9. Anoop Multitrade Pvt. Ltd. 10. Watergate Mercantile Company Pvt. Ltd. 11. Highzone Trading Company Pvt. Ltd. 12. Hiren Trading Company Pvt. Ltd. 13. Inorbit Trading Company Pvt. Ltd. 14. Laksh Mercantile Pvt. Ltd. 15. Madan Multitrade Pvt. Ltd. 16. Superhouse Trading Company Pvt. Ltd. 17. Montreal Trading Company P. Ltd. 18. Newtree Mercantile Co P Ltd. 19. Niti Mercantile Company Pvt. Ltd. 20. Prajay Trading Company Pvt. Ltd. 21. Real Star Trading Company P Ltd. 22. Sea View Trading Company P Ltd. 23. Seaview Multitrade Company Pvt. Ltd. 24. Skyview Trading Company Pvt. Ltd. 25. Starview Constructions Pvt. Ltd. 26. Starview Mercantile Co Pvt. Ltd. 27. Sulochana Mercantile Pvt. Ltd. 28. Topcare Constructions Pvt. Ltd. 29. Colorshop Trading Company Pvt. Ltd. 30. Maginot Trading Company Pvt. Ltd. 58- Maharashtra Bhavan, 4th Flr., Boara Masjid Street, Fort, Mumbai- 400 001 31. Everframe Trading Company P Ltd. 32. Infinite Mercantile Company Pvt. Ltd. 33. Superfine Trading Company Pvt. Ltd. 34. Topcare Trading Company Pvt. Ltd. 35. Geonet Trading C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ations, 2003 and some entities violated SAST Regulations, 1997 and hence were liable for monetary penalty. 11. With this background, we now consider arguments advanced by counsel on both sides in the respective appeals. Appeal No. 68 of 2013 (Sanjay Kumar Tayal vs. SEBI) 12. Penalty of Rs. 5 crore (Rs. 4 crore under section 15HA and Rs. 1 crore under section 15A(a) of SEBI Act) has been imposed upon appellant, Sanjay Kumar Tayal on ground that he had indulged in fraudulent and unfair trade practices relating to securities under PFUTP Regulations, 2003 and failed to comply with summons issued under Section 11C(2) of SEBI Act. 13. Mr. Dwarkadas, learned senior advocate appearing on behalf of appellant while disputing correctness of the impugned order, submitted that assuming all allegations levelled against appellant are proved, even then in the facts of present case, penalty imposed upon appellant is wholly arbitrary, unreasonable and excessively harsh for following reasons:- a) It is not in dispute that investigation conducted by SEBI is based on a reference made by RBI to the effect that Promoter group of BoR led by Pravin Kumar Tayal had represented to the investors that i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reed to appear and produce documents on the adjourned date. Since no such opportunity to appear and produce documents was given, AO was not justified in holding that appellant had failed to comply with the summons and impose penalty of Rs. 1 crore against appellant. 14. Mr. Rustomjee, learned counsel appearing on behalf of SEBI, on the other hand extensively argued in support of impugned order. 15. On careful consideration of rival submissions, we find it difficult to accept arguments advanced by counsel for appellant for following reasons: a) Where violations committed by any person fall within the domain of two authorities constituted under two statutes, then both authorities would be justified in initiating action against that person. In such a case, if one authority for any reason does not initiate proceedings, then, inaction by one authority would not vitiate proceedings initiated by another authority. In the present case, RBI noticed that Promoter group of BoR together with connected entities had violated RBI Guidelines (within the domain of RBI), and referred it to SEBI to consider as to whether promoters of BoR had violated SEBI Act and Regulations framed thereunder. SE ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eal level of shareholding by promoters of BoR including appellant has led genuine investors to trade in shares of BoR, cannot be a ground for appellant to escape penalty even after violating SEBI Act and regulations made thereunder, because SEBI Act does not contemplate imposition of penalty on a person violating SEBI Act only if investors suffer on account of such violations. That may be a factor to be taken into account by AO while determining the quantum of penalty. Therefore, fact that there is no evidence to show that any investor has suffered cannot be a ground to escape penalty even after violating SEBI Act and regulations made thereunder. e) Contention that penalty of Rs. 4 crore has been imposed under Section 15HA of SEBI Act without considering provisions contained in Section 15J of SEBI Act is also without any merit because, Section 15HA provides that a person indulging in fraudulent and unfair trade practices relating to securities shall be liable to a penalty of Rs. 25 crore or three times the amount of profits made out of such practices, whichever is higher. Assuming that actual profits made by promoters including appellant on account of violation of PFUTP Regulatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing officer to consider reasonable request of appellant and fix another date for appearance/production of documents, especially when appellant had agreed to appear and produce documents on the next date fixed by investigating officer. Since reasonable opportunity for production of documents was not given to appellant, we deem it proper to set aside penalty of Rs. 1 crore imposed upon appellant under Section 15A(a) of SEBI Act. Accordingly, we uphold penalty of Rs. 4 crore imposed under Section 15HA and set aside penalty of Rs. 1 crore imposed under Section 15A(a) of SEBI Act. Appeal No. 69 of 2013 (Pravin Kumar Tayal vs. SEBI) 16. Appellant herein belongs to Tayal family and has been non-executive chairman/director in several Promoter group companies. This appellant is also saddled with penalty of Rs. 5 crore (Rs. 4 crore under Section 15HA and Rs. 1 crore under Section 15A(a) of SEBI Act). 17. Mr. Somasekhar Sundaresan, learned counsel appearing on behalf of appellant while adopting arguments advanced by learned counsel for appellant in Appeal No. 68 of 2013 submitted that in the process of complying with RBI guidelines if appellant commits any technical violation under SEBI A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ustified. Accordingly, penalty levied under Section 15A(a) of SEBI Act on each of appellants is set aside. 24. As regards imposition of penalty under Section 15A(b) is concerned, according to SEBI, (see para 53 & 54) under regulation 8(2) of SAST Regulations, 1997 appellants, having retained control over BoR along with persons acting in concert ("PAC" for short) with them, were under obligation to make continual disclosures, disclosing the number and percentage of shares held by them and by persons acting in concert with them in BoR. Although it is contended that there were no PAC's, for reasons set out in our order in Appeal No. 84 of 2013 set out hereafter, we hold that appellants having retained control over BoR along with Yadav/Silvassa group as PAC's were obliged to make continual disclosure under regulation 8(2) of SAST Regulations, 1997 and since no such disclosure was made, AO was justified in imposing penalty under Section 15A(b) of SEBI Act. 25. Accordingly, penalty imposed under Section 15HA and 15A(b) against each appellant in both appeals are upheld and penalty imposed under Section 15A(a) of SEBI Act against each appellant in both appeals are set aside. App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... because price of goods sold by appellants were received from Promoter/Tayal group either directly or indirectly (on account of payments made to third parties for and on behalf of appellants) it could not be inferred that Promoter/Tayal group had transferred funds to appellants for purchase shares of BoR on behalf of Promoter/Tayal group. Purchase of BoR shares on market were made by appellants on their own behalf and payments made by Promoter/Tayal group to stock brokers at the instance of appellants were not for purchase of BoR shares but in relation to price of fabrics sold by appellants to Promoter/Tayal group. Similar transactions between various groups or within the group were also transactions carried out in ordinary course of business and those transactions could not be considered as transactions carried out with a view to consolidate shareholding of Promoter group/Tayal group. e) Assuming that there were any incorrect disclosures made by Promoter group, appellants being distinct legal entities unconnected either with Promoter group or Tayal group, appellants could not be held guilty of violating PFUTP Regulations and hence penalty of Rs. 5 lac imposed upon each appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Rs. 10 lac under Section 15H(ii) of SEBI Act for alleged violation of regulation 11(2) of SAST Regulations, 1997 is unjustified. i) With reference to two appellants in Appeal No. 82 of 2013, it is contended that merely because those two appellants were directors in most of alleged Yadav group companies, they could not be singled out and subjected to penalty on ground that they have allegedly violated PFUTP Regulations 2003 when in fact they are in no way connected with violations allegedly committed by Promoter/Tayal group. 28. We see no merit in above contentions. As rightly contended by Mr. Rustomjee, learned senior counsel for respondents, appellants have neither filed reply to show cause notices issued to them nor availed opportunity of personal hearing offered to them in the adjudication proceedings and, therefore, appellants are presumed to have admitted charges levelled against them in the show cause notices. In any event, following facts on record clearly demonstrate that AO was justified in holding that appellants have violated SEBI Act and Regulations made thereunder:- a) Girish Chand Yadav and Sangeeta Jairam Sawant (appellants in Appeal No. 82 of 2013) claim to b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he said companies and that she had lent her name to be director of Yadav group companies because she was told that she would get some benefit out of it, however, so far she has not got any benefit out of it. Sangeeta Sawant further admitted that personally she did not know Pravin Kumar Tayal, but she knew that he is operating the entities in which she is shown as director. c) Correctness of above statements made on oath by Sangeeta Sawant have neither been controverted by Sangeeta Sawant nor by any other appellant at any point of time before AO. Even in the memo of appeal filed before us, (Appeal No. 82 of 2013) Sangeeta Sawant has not disputed correctness of her statement recorded on 31.1.2011. Dilip S. Mehta of Dilip S. Mehta and Co. Chartered Accountants, has failed to respond to the summons issued by AO for which penalty has been imposed upon him by SEBI which is sustained by this Tribunal to the extent of Rs. 3 lac. In these circumstances, based on aforesaid uncontroverted statement of Sangeeta Sawant made on oath, conclusion drawn by AO that Yadav group entities were connected, controlled and managed by Tayal family cannot be faulted. In other words, evidence on record clea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rom Promoter group and Tayal group respectively (see para 26 and 27) were genuine business transactions carried out for valuable considerations. Save and except claiming that off market transactions are legally permissible transactions, appellants have not adduced any evidence to show that in respect of aforesaid shares of BoR acquired in off market appellants have paid consideration amount to Promoter/Tayal group and that Tayal family ceased to have any control over those BoR shares transferred in off market to Yadav group entities. Since Sangeeta Sawant, claimed to be director in 30 out of 35 Yadav group entities has admitted that all the entities were managed by Pravin Kumar Tayal of Tayal family, AO was justified in holding that the transactions in question were carried out by Promoter group in connivance with Yadav group with a view to mislead investors that the Promoter group has divested BoR shares when in fact there was no such divesting because both Promoter group and Yadav group entities were controlled Tayal family. g) Apart from above off market transactions, in para 29, 30, 31 and 32 of impugned order, AO has given details of funds transferred by Promoter/Tayal gro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore this Tribunal as director/ex-director of all 35 Yadav group entities. It is only when office of this Tribunal raised objections regarding authorization issued in the name of ex-director, fresh authorizations have been issued in favour of a person who is presently director in those companies. Thus, it appears that Sangeeta Sawant was director in all 35 Yadav group entities at one time or other. In any event, in the facts of present case, it cannot be said that AO was unjustified in considering the statement of Sangeeta Sawant that she was a director only on record and in fact Pravin Kumar Tayal was managing the entire Yadav group entities. In these circumstances, imposition of penalty of Rs. 5 lac upon each appellant in Appeal No. 84 of 2013 and also appellants in Appeal No. 82 of 2013 who connived with Promoter group in violating PFUTP Regulations, 2003, cannot be said to be unreasonable. i) As regards imposition of penalty of Rs. 3 lac under Section 15A(a) of SEBI Act is concerned, in our opinion, since appellants, inspite of receipt of summons have failed and neglected to respond to the said summons, AO was justified in imposing that penalty. Penalty imposable under Section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat prior to the investigation period, Promoter group held 44.18% shares of BoR, and during the investigation period Yadav group/Silvassa group entities acquired BoR shares in off market from Promoter group and also acquired BoR shares on market. As a result, combined shareholding of Promoter group along with PAC's including Yadav group steadily started increasing from 44.18%. Since specific Yadav/Silvassa entity that was involved in enhancing the shareholding from 44.18% to 55% could not be ascertained, AO has dropped charge of violating regulation 11(1). However, since AO could identify 10 entities (9 from Yadav group and 1 from Silvassa group) that were involved as PAC's in acquisition of BoR shares on market in excess of 55% it is held that those 10 entities have violated regulation 11(2) of SAST Regulations, 1997. Therefore, mere fact that charge of violating regulation 11(1) is dropped does not mean that Yadav/Silvassa group entities were not involved in acquisition of BoR shares as PAC's of Promoter group from 44.18% to 55%. Once it is held that Yadav/Silvassa group as PAC's of Promoter group were involved in acquisition of BoR shares up to 55%, then on acqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l No. 85 of 2013 (Silvassa Group) 30. These two appeals are filed by 44 out of 45 entities situated at Silvassa and 3 directors of those companies respectively against whom penalties have been imposed under Section 15HA/15A(a)/15H(ii) of SEBI Act. 31. Mr. Andhyarujina learned counsel appearing on behalf of appellants in these two appeals while adopting arguments advanced by counsel in other cases submitted as follows:- a) All 44 entities in Appeal No. 83 of 2013 are independent/distinct legal entities and merely because these entities are situated at Silvassa, AO was not justified in holding that all these entities were group entities. b) Fact that appellants in Appeal No. 83 of 2013 have their address in different flats situated at three places at Silvassa, could not be a ground for AO to infer that these entities were interconnected or connected with Promoter/Tayal group. Similarly, fact that some Promoter/Tayal group companies have common address with some Silvassa group companies and there are common directors between some Silvassa group companies and Promoter/Tayal group companies (see para 25), it could not be inferred that appellants were connected with Promoter/Tayal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lvassa. Fact that these Silvassa group entities were connected with Promoter/Tayal group is established from following facts: i) Most of Silvassa group entities were incorporated after RBI circular dated February 28, 2005 which required every promoter of banking company to reduce its shareholding in that company to the extent specified there in. ii) Out of 44 entities in Silvassa group, 35 entities had addresses at various flats in Silver Park, Plot No. 5 of survey no. 6, Vanmali Park, Silvassa Khanvel Main Road, Samarvani, Silvassa - 396230. Investigation conducted by SEBI revealed that those flats in which 35 appellants are supposed to have their offices were residential premises of the employees of Krishna Mill which is owned by Krishna Knitwear Technologies Ltd., a Tayal group company (see para 22 of impugned order). This fact is not disputed by appellants. Moreover, in their reply to show cause notice, appellants have merely stated that they are unable to offer comments on the above issue. Since 35 out of 44 Silvassa group entities are situated at the residential premises of employees of entities controlled by Tayal group, conclusion drawn by AO that Silvassa group were co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... BoR shares for Rs. 3,76,87,449 and 2,34,456 shares for Rs. 19,92,877/-. No explanation was offered before AO as to the circumstances under which on November 13, 2009, 4,85,663 shares were purchased at Rs. 77.60 per share and 2,34,456 shares were purchased at Rs. 8.50 per share. Even before us, learned counsel for appellants fairly stated that facts speak for themselves and he cannot improve them. Apart from above, ledger accounts of various Silvassa group entities (at pages 1456 to 1769 in Appeal No. 83 of 2013) show that those entities had acquired BoR shares in off market from Promoter/Tayal/Yadav group entities during the investigation period at a price ranging from Rs. 8.50 per share to Rs. 277.09 per share and all entities paid consideration for such acquisition by way of book adjustment and not by actual payment. It is interesting to note that the ledger accounts of all Silvassa group entities show that they had sold fabrics from time to time without receiving payment and on purchasing BoR shares in off market from those entities to whom fabrics were sold accounts have been squared off by book adjustment. In majority of cases, it is seen that adjustment of alleged considerati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acquisition of BoR shares on market for which funds were partially provided by Promoter/Tayal group entities. In these circumstances, decision of AO that Yadav group as also Silvassa group have violated PFUTP Regulations, 2003 cannot be faulted. Consequently, penalty imposed upon each Silvassa group entities cannot be said to be unjustified. e) Reliance placed by counsel for appellants on decision of Apex Court in case of Daiichi Sankyo Company Ltd. (supra) does not in any way support the case of appellants. Facts on record (see para 34) show that at the end of investigation period Silvassa group entities had acquired 34.54% shares of BoR by resorting to transactions in off market and on market. Shares acquired in off market from the Promoter group, Yadav group and Tayal group were 1,66,35,975 shares, 3,49,20,954 shares and 31,13,223 shares respectively (see para 32) at prices ranging from Rs. 8.50 per share to Rs. 277.09 per share. Apart from off market acquisition, Silvassa group entities have acquired BoR shares on market. Thus total acquisition of BoR shares were to the extent of 34.54%. In these circumstances, AO was justified in holding that Silvassa group entities not onl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eal No. 83 of 2013 penalty imposed under Section 15HA is upheld and penalty imposed under Section 15A(a) is set aside. Appeal No. 66 of 2013 & Appeal No. 73 of 2013 (Navin Tayal & Saurabh Tayal) AND Appeal No. 80 of 2013 & Appeal No. 81 of 2013 (Tayal group) 36. Navin Tayal (Appellant in Appeal No. 66 of 2013) and Saurabh Tayal, son of Pravin Kumar Tayal (Appellant in Appeal No. 73 of 2013) as also six appellants in Appeal No. 80 of 2013 & Appeal No. 81 of 2013 in which Navin and Saurabh are Non-Executive Chairman, have filed these appeals to challenge penalty imposed under Section 15HA and 15A(a) of SEBI Act. 37. Only ground for imposing penalty upon these appellants is that the six appellant companies have made payments to certain stock brokers of Yadav/Silvassa group entities which payment according to AO were made for purchasing BoR shares on market by Yadav/Silvassa group entities with the ultimate object of consolidating shareholding of Tayal family in BoR. Question to be considered in these appeals is, whether AO was justified in rejecting the contention of appellants that funds transferred directly or indirectly through stock brokers were towards goods purchased from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le to appellants in other groups. It is relevant to note that unlike other appellants in the group, there is neither off market transfer of BoR shares nor any book adjustment. Similarly unlike other appellants in the group, funds transferred by appellants during the year to Yadav/Silvassa group entities is far in excess of the amounts considered by AO. Unless, there were cogent reasons, AO could not have considered only part of the amount paid as funds transferred for acquisition of BoR shares. As noted earlier, as per ledger, appellants during the year have made payment of Rs. 520 crore and received payment of Rs. 179 crore from Yadav/Silvassa group entities. Without considering the cumulative effect of all these entries in the ledger account, AO could not have held that out of Rs. 520 crore payment made by appellants, Rs. 57.94 crore represented funds transferred for acquisition of BoR shares. 41. If funds transferred by appellants to stock brokers were to be the basis for holding that the transfers were for acquisition of BoR shares then in case of K-Lifestyle & Industries Ltd. (appellant in Appeal No. 81 of 2013) funds transferred to Finquest Services Pvt. Ltd., is Rs. 15 cror ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sufficient to reject the contentions raised by appellants especially when AO has not held that Yadav/Silvassa group entities are fictitious entities. Unlike in other cases where there are no transactions other than disputed transactions, appellants herein have payment transactions amounting to Rs. 520 crores and receipt transactions amounting to Rs. 179 crores. In these circumstances, in our opinion, these appellants stand on a different footing and without considering genuineness of the entries in the ledger accounts AO was not justified in treating these appellants on par with other Tayal group entities. 44. Fact that Promoter group entities controlled by Tayal family have made fraudulent misrepresentation to the investors to the effect that their shareholding in BoR has been diluted, cannot be a ground to hold each and every member of Tayal family and the companies controlled by them liable for action irrespective of their involvement in the fraudulent misrepresentation. In case of Pravin Tayal/Sanjay Tayal and the companies in which they are associated have indulged in transferring BoR shares in off market to Yadav/Silvassa group and claim to have received consideration for s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in Appeal No. 80 of 2013 and Appeal No. 81 of 2013. Since we have allowed Appeal No. 80 of 2013 and Appeal No. 81 of 2013 by setting aside penalty imposed against those appellants, penalty imposed upon appellants herein who are directors in the companies in Appeal No. 80 of 2013 and Appeal No. 81 of 2013 cannot be sustained. Accordingly, penalty imposed upon the appellants herein under Section 15HA of SEBI Act are set aside. To sum up all the appeals are disposed of by passing following order with no order as to costs: i) In Appeal No. 68 of 2013 and Appeal No. 69 of 2013 penalty of Rs. 4 crore imposed upon each appellant under Section 15HA is upheld and penalty of Rs. 1 crore imposed upon each appellant under Section 15A(a) of SEBI Act is set aside. ii) In Appeal No. 72 of 2013 and Appeal No. 75 of 2013 penalties imposed under Section 15HA and 15A(b) against each appellant in both appeals are upheld and penalty imposed under Section 15A(a) of SEBI Act against each appellant in both appeals are set aside. iii) In Appeal No. 82 of 2013 and Appeal No. 84 of 2013 penalties imposed upon each appellant under Section 15HA, 15A(a) and 15H(ii) of SEBI Act are upheld. iv) In Appeal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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