Appeal No. 78 of 2014. Case: Akriti Global Traders Ltd. Vs Securities and Exchange Board of India. Securities and Exchange Board of India

Case Number:Appeal No. 78 of 2014
Party Name:Akriti Global Traders Ltd. Vs Securities and Exchange Board of India
Counsel:For Appellant: Prakash Shah, Advocate and For Respondents: Kumar Desai and Mihir Mody, Advocates
Judges:J.P. Devadhar, J. (Presiding Officer) Jog Singh, Member A.S. Lamba, Member
Issue:Securities And Exchange Board of India Act, 1992 - Sections 15A(b), 15J
Judgement Date:September 30, 2014
Court:Securities and Exchange Board of India

Judgment:

J.P. Devadhar, J.

  1. Appellant is aggrieved by the adjudication order passed by Adjudicating Officer ("AO" for short) of Securities and Exchange Board of India ("SEBI" for short) on December 27, 2013 whereby penalty of ` 4.5 lac is imposed upon appellant under Section 15A(b) of Securities and Exchange Board of India Act, 1992 ("SEBI Act, 1992" for short) for violating regulation 29(1) and regulation 29(2) read with regulation 29(3) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST Regulations, 2011" for short) and regulation 13(1) and regulation 13(3) read with regulation 13(5) of the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 1992 ("PIT Regulations, 1992" for short).

  2. Facts relevant to this appeal are that prior to February 14, 2013 appellant held 94,71,709 shares of SRS Real Infrastructure Limited ("SRS" for short) representing 4.71% shares of the total equity shares issued by SRS. Pursuant to a scheme of amalgamation approved by the Delhi High Court the shareholders of SRS including appellant became entitled to receive additional shares of SRS. Accordingly, additional shares were received by appellant on two dates i.e. on February 14, 2013 and February 21, 2013.

  3. On February 14, 2013, 14,85,735 shares (amounting to 0.74% of the total equity shares) were received by the appellant from SRS. As a result, the total shareholding of appellant in SRS became 1,09,57,444 shares (94,71,709+14,85,735) and the percentage to shareholding became 5.45% (4.71% + 0.74%).

  4. On February 21, 2013 appellant received 10,29,080 shares constituting 0.51% and 43,87,162 shares constituting 2.19% from SRS. Thus, the total shareholding of the appellant on February 21, 2013 stood at 1,63,73,686 shares (1,09,57,444+10,29,080+43,87,162) and the percentage of shareholding increased from 5.45% to 8.15% (5.45%+0.51%+2.19%).

  5. It is not in dispute that on receiving 0.74% shares on February 21, 2013, the shareholding of the appellant in SRS exceeded 5% thereby triggering regulation 29(1) read with regulation 29(3) of SAST Regulations, 2011 as well as regulation 13(1) of PIT Regulations, 1992. Subsequently, on receiving 2.19% shares on February 21, 2013, regulation 29(2) read with regulation 29(3) of SAST Regulations, 2011 as well as regulation 13(3) read with regulation 13(5) of PIT Regulations, 1992 got triggered and it became necessary for the...

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