Appeal No. 33 of 2011. Case: Asian Films Production and Distribution Ltd. (earlier known as K.C. Bokadia Films Ltd.) Vs Securities and Exchange Board of India. Securities and Exchange Board of India
| Case Number | Appeal No. 33 of 2011 |
| Judges | N.K. Sodhi, J. (Presiding Officer), P.K. Malhotra and S.S.N. Moorthy, Members |
| Issue | Media and Communication Law |
| Judgement Date | April 26, 2011 |
| Court | Securities and Exchange Board of India |
Judgment:
N.K. Sodhi, J. (Presiding Officer)
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The Appellant before us is Asian Films Production and Distribution Ltd. (formerly known as K.C. Bokadia Films Ltd.) which is a listed company whose shares are listed on the Bombay Stock Exchange (BSE) and the Ahmedabad Stock Exchange. At the instance of the Securities and Exchange Board of India (for short the Board), BSE carried out a snap investigation in the scrip of the Appellant company. Investigations revealed that there were significant changes in the shareholding pattern of the company including those of its promoters and persons acting in concert with them. It also transpired that the company had not made the necessary disclosures of its shareholding pattern under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short the takeover code) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (for short the Insider Trading Regulations). The Board also carried out its investigations to examine the violation of the takeover code and the Insider Trading Regulations. During these investigations the Board observed that there were significant changes in the shareholding pattern as referred to in para 2 of the impugned order. Since the company had not made the necessary disclosures, adjudication proceedings under Chapter VI A of the Securities and Exchange Board of India Act, 1992 were initiated. A show cause notice dated June 25, 2008 was issued alleging violation of Regulations 7 and 8 of the takeover code and Regulation 13 of the Insider Trading Regulations. This notice was sent through registered post and the same was received by the Appellant company. However, it did not file any reply. Another notice dated October 26, 2010 was issued affording an opportunity of personal hearing to the Appellant to appear on October 26, 2010. This notice was served by affixing the same at the last known address of the Appellant. This became necessary because earlier notices sent had come back undelivered. The Appellant did not appear before the adjudicating officer who then considered the matter on the basis of the material collected during the course of the investigations and the enquiry. The adjudicating officer noticed in para 13 of the impugned order the changes that were made in the shareholding pattern of the Appellant company which had not been disclosed under Regulations 7 and 8 of the...
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