1. Initially Shri S.V. Krishna Mohan, Joint Legal Adviser, Securities and Exchange Board of India  (hereinafter referred to as ‘SEBI’) was appointed as the Adjudicating Officer in the instant matter vide orders of the Board dated July 20, 2004 and the said orders were communicated to him vide proceedings dated September 14, 2004. Subsequently, I was appointed as the Adjudicating Officer in the matter in place of Shri S.V. Krishna Mohan vide orders of SEBI dated December 7, 2004. The said adjudication was ordered by SEBI for the alleged violation of Reg.7, 10, 11 and 15  of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Reg.13(3) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 by S/Shri Atul Shah, Raju Shah, Maulik P. Patwa, Tushar S. Jhaveri, Mukesh B. Vadecha and Vinod Desai for which penalty can be imposed under Sec. 15H and 15A of Securities and Exchange Board of India Act, 1992.

 

2. Securities and Exchange Board of India conducted investigation into the allegation of contravention of Securities and Exchange Board of India Act, 1992 and regulations made thereunder in the matter of Shalibhadra Infosec Ltd.

 

3. In the following paragraphs Nos. 4 to 6, I give a summary of the findings of SEBI investigation.

 

4.  It was observed that there were several joint demat accounts between the members of Shri Atul Shah and Shri Raju Shah family, directors of Shalibhadra Infosec Ltd., (hereinafter referred to as ‘the company’ and Shri Tushar Jhaveri. There was a series of such joint accounts – one with the other and then the second with third etc. Substantial securities flows were observed in these accounts over the period under investigation. The demat accounts were as the following: (a)  Shri Maulik Patwa and Shri Tushar Jhaveri, (Demat Account No. 10039709) (b) Shri Maulik Patwa (Demat Account No.10146527) (c) Shri Tushar Jhaver (Demat Account No.10009289) (d) Shri Vinod N. Desai/ Shri Tushar Jhaveri (Demat Account No.10039717) (e) Shri Vinod N. Desai (Demat Account No.10039063) (f) Shri Mukesh B. Vadecha (Demat Account No.10172288) (g) Shri Atul B. Shah (Demat Account No.10013448) (h) Shri Atul B. Shah (Demat Account No.10040133) (i) Shri Atul B. Shah (Demat Account No.10105220) (j) Shri Rajesh B. Shah/ Shri Tushar Jhaveri (Demat Account No.10039694 (k) Shri Rajesh B. Shah/ Shri Anil B. Shah (Demat Account No.10013456) (l) Shri Rajesh B. Shah (Demat Account No.10040818) (m) Shri Rajesh B. Shah (Demat Account No.10105447)

 

5.   It was noticed by the investigation of SEBI that the above persons  acquired shares of the company in excess of 5% of the voting capital of SIL on April 1, 2002 without making disclosures to the company. They, thus violated the provision of Reg. 7(1) of the SEBI (Substantial acquisition of shares and Takeovers) Regulations on April 1, 2002. Additionally, the said persons also acquired shares in excess of 15% of the voting capital of the company without making public announcement to acquire shares. They thus violated Regulation 15 (1) read with regulation 10 (on April 3, 2002 and April 13, 2002) and regulation 11(1) by acquiring shares in excess of 10% on April 15, 2002.

 

6.  Further, it was also seen that individually, the above persons were holding shares in excess of 5% of voting capital of the company and were acquiring as well as selling shares in excess of 2% of voting capital of the company during the period April to July 2002.  This is detailed as the following: On April 13, 2002, demat account of Shri Maulik Patwa and Shri Tushar Jhaveri (bearing number 10039709) was credited with 41,18,000 of the company (11.75% of the voting capital of the company).  No disclosures were made in respect of this acquisition as required under regulation 7 of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Regulation 13 of SEBI (Prohibition of Insider Trading) Regulations, 1992. On  June 12,  2002 the said 41,18,000 shares were off-loaded by Shri Maulik Patwa and Shri Tushar Jhaveri (Demat Account number 10039709).  No disclosures were made in respect of this transaction in terms of regulation 13(3) of SEBI (Prohibition of Insider Trading) Regulations, 1992. On  April 12, 2002 demat account of Shri Tushar Jhaveri bearing account number 10009289 was credited with 17,82,000 shares(5.09% of the voting  capital of the company).  No disclosures were made in respect of the said acquisition as required under regulation 7 of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. On  April 15, 2002 demat account of  Shri Vinod Desai and Shri Tushar Jhaveri bearing account no. 10039717 was credited with 45,86,000 shares (13.1% of the voting capital of the company). No disclosures were made in respect of this acquisition as required under regulation 7 of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. On  June 12, 2002, the said  45,86,000 shares were off-loaded from the demat account of Shri Vinod Desai and Shri Tushar Jhaveri bearing account no. 10039717.  No disclosures were made in respect of this transaction in terms of regulation 13(3) of SEBI (Prohibition of Insider Trading) Regulations, 1992. On April 24, 2002 demat account of Shri Atul B Shah bearing account number 10040133 was showing a total holding of 16,16,000 shares (4.75% of voting capital of the company).  Thereafter, on  April 25, 2002 this demat account was credited with another 22,60,000 shares (6.45% of the voting capital of the company).  No disclosures were made in respect of this acquisition as required under regulation 7 of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. On June 12, 2002, demat account of Shri Atul B Shah bearing account number 10040133 was showing a total holding of 39,20,000 shares (11.2% of the voting capital of the company).  Thereafter, on June 13, 2002 all these shares were off-loaded.  No disclosures were made in respect of this transaction in terms of regulation 13(3) of SEBI (Prohibition of Insider Trading) Regulations, 1992. On  June 11, 2002, demat account of Shri Atul Shah bearing account number 10105220 was showing a total share holding of 7,88,832 shares (2.25% of the said voting capital of the company).  Thereafter, on June 12, 2002, this account was credited with another 14,60,000 shares (4.17% of the voting capital of the company). No disclosures were made in respect of this acquisition as required under regulation 7 of SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. On  July 1, 2002, demat account of Shri Atul Shah bearing account number 10105220 was showing a total share holding of 22,30,8324 shares (6.37% of the voting capital of the company).  Thereafter on July 2, 2002, there was an outflow of 13,58,906 shares(3.88% of the voting capital of the company). No disclosures were made in respect of this transaction in terms of regulation 13(3) of SEBI (Prohibition of Insider Trading) Regulations, 1992. On April 13, 2002, demat account of Shri Rajesh Shah and Shri Tushar Jhaveri bearing account no. 10013456 was credited with 3460000 shares (9.88% of the voting capital of the company). No disclosures were made in terms of regulation 7 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Then on June 12, 2002, all these shares were offloaded. Again, no disclosures were made in respect of this transaction in terms of regulation 13(3) of SEBI (Prohibition of Insider Trading) Regulations, 1992.

 

7. In view of the above findings of the investigations and my appointment as the Adjudicating Officer in the matter, vide notice dated March 14, 2005, I issued a show cause notice to S/Shri Atul Shah, Raju Shah, Maulik P. Patwa, Tushar S. Jhaveri, Mukesh B. Vadecha and Vinod Desai (hereinafter collectively referred to as ‘the acquirers’ for the sake of convenience) calling upon them to show cause as to why an inquiry should not be held against them and impose penalty in terms of Sec.15A(b) and 15H(ii) of Securities and Exchange Board of India Act, 1992 should not be imposed on them. A time limit of 14 days was granted to the acquirers to file their reply to the aforesaid notice. However, no reply was received by me to the aforesaid notice from the acquirers except Shri Mukesh Vadecha and Shri Maulik Patwa. Shri Mukesh Vadecha and Shri Maulik Patwa issued a similar reply dated April 5, 2005 and April 4, 2005 respectively to the effect that it was not possible for them to reply to the aforesaid notice. The said two individuals did not ask for extension of time to any specific date to file their submissions. I considered their replies and found them unsatisfactory and hence I decided to hold an inquiry in the matter.  Accordingly, notices dated April 13, 2005, under Rule 4(3) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalty by Adjudicating Officer) Rules, 1995 were issued. Vide the said notices, the aforesaid two individuals were informed to appear for inquiry/ personal hearing before me on April 28, 2004. From the other four individuals viz.,   S/Shri Atul Shah, Raju Shah, Tushar S. Jhaveri and Vinod Desai, no replies were received. Therefore, I was of the opinion that an inquiry should be held in the matter and notices dated April 15, 2005, under Rule 4(3) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalty by Adjudicating Officer) Rules, 1995 were issued to them. On April 25, 2005, I received a fax message from Shri Mukesh Vadecha requesting for an adjournment of inquiry from April 28, 2005 to April 29, 2005. Accordingly, I adjourned the inquiry to April 29, 2005. Further, on April 26, 2005, Shri Deepak Shah, a Company Secretary in whole time practice appeared before me and requested me on behalf of Shri Maulik P. Patwa to adjourn the matter to April 29, 2005. The said Shri Deepak Shah informed me that he would be appearing as the  authorised representative of the acquirers on April 29, 2005. Accordingly, I adjourned the inquiry against Shri Maulik P. Patwa to April 29, 2005.

 

8. On April 29, 2005, the aforesaid Shri Deepak Shah appeared before me and filed letters of authority issued by the acquirers in his favour to appear for the inquiry as their authorised representative. The authorised representative also filed similar written submissions dated April 26, 2005 of all the acquirers.

 

9. All the written submissions filed by the acquirers were similar.  The following is the summary of the contentions raised by the acquirers in their written submissions:  The investigating officer assumed that the acquirers acted in concert only on the ground that the demat accounts were in joint names. The demat accounts were opened in joint names only for the purpose of operational convenience and ease. Investment decisions of the acquirers were independent and were not coordinated or orchestrated jointly with the persons alleged in the show cause notice to be persons acting in concert. It was also disclosed to the investigating officer that the transactions were on behalf of third parties.  All the acquirers claimed that each of them individually were not aware that their holdings crossed the limit of 15% since their holdings were independent. All the acquirers further submitted that they disposed off their holdings immediately and at present they do not hold any shares of the company which clearly indicates that their motive was not to takeover the control or management of the company. The acquirers further submitted that the purpose of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is to deal with changes in control and not mere trading in shares.

 

10. The authorised representative, at the time of hearing, reiterated the submissions made by the noticees in their written submissions and requested me to drop the proceedings, keeping in view of the said submissions. When I asked the authorised representative as to whether the noticees would like to file any documents in support of their contentions, he replied in negative.

 

11. Before deciding as to what are the issues on which I have to give my findings, I perused the relevant provisions of law which read as under:

     “Acquisition of 5 per cent and more shares or voting rights of a company 7. [(1) Any acquirer, who acquires shares or voting rights which (taken together with shares or voting rights, if any, held by him) would entitle him to more than five per cent or ten per cent or fourteen per cent shares or voting rights in a company, in any manner whatsoever, shall disclose at every stage the aggregate of his shareholding or voting rights in that company to the company and to the stock exchanges where shares of the target company are listed.]

 

      [(1A) Any acquirer who has acquired shares or voting rights of a company under sub-regulation (1) of regulation 11, shall disclose purchase or sale aggregating two per cent or more of the share capital of the target company to the target company, and the stock exchanges where shares of the target company are listed within two days of such purchase or sale along with the aggregate shareholding after such acquisition or sale.]

[Explanation.—For the purposes of sub-regulations (1) and (1A), the term ‘acquirer’ shall include a pledgee, other than a bank or a financial institution and such pledgee shall make disclosure to the target company and the stock exchange within two days of creation of pledge.]

 

(2) The disclosures mentioned in [sub-regulations (1) and (1A)] shall be made within [two days] of,—

                   (a)     the receipt of intimation of allotment of shares; or

                   (b)     the acquisition of shares or voting rights, as the case may be.

       [(2A) The stock exchange shall immediately display the information received from the acquirer under sub-regulations (1) and (1A) on the trading screen, the notice board and also on its website.]

 

(3) Every company, whose shares are acquired in a  manner referred to in [sub-regulations (1) and (1A)], shall disclose to all the stock exchanges on which the shares of the said company are listed the aggregate number of shares held by each of such persons referred above within seven days of receipt of information under [sub-regulations (1) and (1A)].

 

“Acquisition of [fifteen] per cent or more of the shares or voting rights of any company.

 

10. No acquirer shall acquire shares or voting rights which (taken together with shares or voting rights, if any, held by him or by persons acting in concert with him), entitle such acquirer to exercise [fifteen] per cent or more of the voting rights in a company, unless such acquirer makes a public announcement to acquire shares of such company in accordance with the regulations.

 

                Consolidation of holdings.

11. (1) No acquirer who, together with persons acting in concert with him, has acquired, in accordance with the provisions of law, [15 per cent or more but less than 75 per cent] of the shares or voting rights in a company, shall acquire, either by himself or through or with persons acting in concert with him, additional shares or voting rights entitling him to exercise more than [5] per cent of the voting rights, [in any financial year ending on 31st March] unless such acquirer makes a public announcement to acquire shares in accordance with the regulations.

 

(2) No acquirer who, together with persons acting in concert with him has acquired, in accordance with the provisions of law, 75% of the shares or voting rights in a company, shall acquire either by himself or through persons acting in concert with him any additional shares or voting rights, unless such acquirer makes a public announcement to acquire shares in accordance with the regulations.

(3) Notwithstanding anything contained in regulations 10, 11 and 12, in case of disinvestment of a Public Sector Undertaking, an acquirer who together with persons acting in concert with him, has made a public announcement, shall not be required to make another public announcement at the subsequent stage of further acquisition of shares or voting rights or control of the Public Sector Undertaking provided:—

                   (i)      both the acquirer and the seller are the same at all the stages of acquisition, and

                   (ii)     disclosures regarding all the stages of acquisition, if any, are made in the letter of offer issued in terms of regulation 18 and in the first public announcement.

Explanation.—For the purposes of regulation 10 and regulation 11, acquisition shall mean and include,—

                   (a)     direct acquisition in a listed company to which the regulations apply;

                   (b)     indirect acquisition by virtue of acquisition of companies, whether listed or unlisted, whether in India or abroad.”

 

“Disclosure of interest or holding by directors and officers and substantial shareholders in a listed companies - Initial Disclosure.

 

13. (1) Any person who holds more than 5% shares or voting rights in any listed company shall disclose to the company [in Form A], the number of shares or voting rights held by such person, on becoming such holder, within 4 working days of :—

                   (a)     the receipt of intimation of allotment of shares; or

                   (b)     the acquisition of shares or voting rights, as the case may be.

 

(2) Any person who is a director or officer of a listed company, shall disclose to the company [in Form B], the number of shares or voting rights held by such person, within 4 working days of becoming a director or officer of the company.

 

Continual disclosure.

(3) Any person who holds more than 5% shares for voting rights in any listed company shall disclose to the company  [in Form C] the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds 2% of total shareholding or voting rights in the company.

 

(4) Any person who is a director or officer of a listed company, shall disclose to the company [in Form D], the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings from the last disclosure made under sub-regulation (2) or under this sub-regulation, and the change exceeds Rs. 5 lakh in value or [25,000] shares or  [1%] of total shareholding or voting rights, whichever is lower.

 

(5) The disclosure mentioned in sub-regulations (3) and (4) shall be made within 4 working days of :

                   (a)     the receipts of intimation of allotment of shares, or

                      (b)  the acquisition or sale of shares or voting rights, as the case may be.

Disclosure by company to stock exchanges.

(6) Every listed company, within five days of receipt, shall disclose to all stock exchanges on which the company is listed, the information received under sub-regulations (1), (2), (3) and (4) in the respective formats specified in Schedule III.”

 

12.   In view of the above legal provisions, the findings of the investigation and the submissions made by the acquirers, the following issues emerge for giving my findings viz., (a) whether the acquirers acquired more than 5% and 15% of the shares of the company acting in concert (b) if so, whether the acquirers made disclosures and public announcement in terms of the above provisions of law (c) if not, whether the acquirers are liable for payment of penalty in terms of Chapter VIA of Securities and Exchange Board of India Act, 1992.

 

13. The investigation carried out by SEBI revealed that the acquirers were holding joint demat accounts with each other and there was a huge in flow and out flow of the shares of the company into the said demat accounts. In their written reply, the acquirers submitted that the demat accounts were opened in joint names only for the purpose of ‘operational convenience’ and ‘ease’ but the investment decisions were independent and were not coordinated. The acquirers also maintained that they disposed off their holdings immediately and at present they do not hold any shares of the company which signifies that their motive was never to takeover the control or management of the company. The acquirers further submitted that the purpose of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is to deal with changes in control and not to deal with mere trading in shares. Further, the acquirers submitted that they were not aware that their holding crossed the limit of 15%. In my view, the reason assigned by the acquirers that the joint demat accounts was opened only for the purpose of operational convenience is very vague and does not appear to be convincing. The acquirers failed to furnish any reason as to what are the business connections among themselves and the need for maintaining joint accounts. A single person, holding several demat accounts jointly with different individuals does not appear to be a normal investment activity in the absence of any reasonable explanation.  Therefore, I find that there is sufficient evidence on record to prove that the acquirers were acting in concert in acquiring the shares and voting rights of the company.

 

14. The acquirers claimed that there were lay men and it was difficult and impracticable for them to keep track of the paid up capital etc., of the company. In my view, it is highly improbable that an individual who is investing in chunk of paid up capital of a company is doing so without any information with respect to the size of the capital of the company, its management and other financial fundamentals. In any case, the size of the capital of the company is an information in public domain which is available with the Registrar of Companies and the acquirers cannot claim ignorance to the said information.

 

15. As per the investigation carried out by SEBI, the individual shareholding of each of the acquirers crossed 5% limit at one point of time or the other. However, none of the acquirers except Shri Raju B. Shah appears to have informed the company about the said fact in terms of Reg.7 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. From a copy of letter dated March 3, 2002 sent by Shri Raju B. Shah to the company, made available to me by SEBI and a copy of which was sent to the acquirers along with the aforesaid show cause notice, it appears that Shri Raju B. Shah notified the company with respect to the fact that his holding in the paid up capital of the company crossed 5%. From a copy of the letter dated April 21, 2004, issued by the company to SEBI, a copy of which was made available by me to the acquirers vide the aforesaid show cause notice, it is clear that no information in terms of Reg.13 of SEBI(Prohibition of Insider Trading) Regulations, 1992 was filed with the company by the acquirers. Since the collective holding of the acquirers crossed 15% of the paid up capital of the company, the acquirers were required to make a public announcement to acquire the shares of the company before acquiring further shares as provided in Reg.10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. In this connection, it is pertinent to note that as per the findings of  investigation carried out by  SEBI the aggregate holding of the acquires crossed 15% of the paid up capital of the company and there was no public announcement made by the acquirers and as such there was a violation of Reg.10 and Reg.11(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. In their reply, the acquirers did not deny the aforesaid findings of the investigation carried out by SEBI. Therefore, the undersigned finds that the acquirers committed a violation of Reg.7(1), Reg. 15 read with Reg.10 and Reg. 11(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. There was also no denial on part of the acquirers with respect to the allegation that they failed to comply with the provisions of Reg. 13 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. Therefore, I also find that the acquirers violated provisions of the said regulation.

 

16. The acquirers contended that they disposed off their holdings immediately and at present they do not hold any shares of the company which signifies that their intention was never to take over the control or management of the company. In my view, the declarations and announcements required to be made under the aforesaid provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 are mandatory without reference to the intentions of the acquirers. Therefore, I find that there is no merit in the contention of the acquirers that their subsequent disposal of their holdings in the company absolves them of the liability to make declarations and announcements stipulated under the aforesaid provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

 

17. Since I found that the acquirers failed to comply with Reg. 7(1), Reg. 15(1) read with Reg.10 and Reg. 11 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Reg.13 of  Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the acquirers are liable to pay penalty as prescribed under Chapter VI A of Securities and Exchange Board of India Act, 1992. Sec.15A (b) of Securities and Exchange Board of India Act, 1992 provides that if any person who is required under the said act or any rules or regulations made thereunder to file any written or furnish any information, books or other documents within the time specified threrefor in the regulations, fails to file written or furnish the same within the time specified therefor in the regulations, he shall be liable to a penalty of one lakh rupees each day during which such failure continues or one crore rupees whichever is less. In terms of Reg.7(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the acquirer shall disclose of his shareholding to the company and to the stock exchanges within two days of the acquisition of shares. Further, in terms of Sec.13 (3) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, any person who holds more than 5% of shares or voting rights in any listed company shall disclose to the company the number of shares or voting rights held and changed in shareholding or voting rights, even if such change results in shareholding falling below 5% etc., and such disclosure shall be made within 4 working days of the acquisition or sale of shares or voting rights as per sub-regulation (5) of Reg.13 of the aforesaid regulations. Sec.15H (ii) of Securities and Exchange Board of India Act, 1992 provides that if any person, who is required to under the said act or any rules or regulations made thereunder fails to make a public announcement to acquire shares at a minimum price, he shall be liable to a penalty of 25 crore rupees or three times the amount of profits made out of such failure, whichever is higher. In terms of Reg. 14 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the public announcement referred to in Reg.10 or Reg.11 shall be made by the merchant banker of the acquirer not later than 4 working days of entering into an agreement for acquisition of shares or voting rights or deciding to acquire shares or voting rights exceeding the respective percentage specified therein.

 

18. To determine the quantum of penalty under Section 15A (b) and 15H(ii), the undersigned considered the following factors as provided in the section 15J of SEBI Act, 1992 viz.(a) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the default ; (b) the amount of loss caused to an investor or group of investors as a result of the default and; (c) the repetitive nature of the default.

 

19. As regards the disproportionate gain or unfair advantage there are no quantifiable figures available on record with respect to the default of the acquirers. There are also no figures or data on record to quantify the amount of loss caused to an investor or group of investors as a result of the default. However, the violation committed by the acquirers was repetitive in nature as they failed to file returns with the company on several occasions both under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. I also took the decision of the Securities Appellate Tribunal in the matter of Mayfair Paper & Board  Pvt. Ltd. v. SEBI (Appeal No. 95 of 2004 wherein it was held that provision for enhanced penalties in the year 2002 does not mean that SEBI should impose sky high penalties

 

20. Therefore in exercise of the powers conferred under section 15-1(2) of the SEBI Act, 1992, read with Rule 5 of the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, I  hereby impose a penalty of Rs.1, 50, 000/- (Rupees one lakh fifty thousand only) on the acquirers for the aforesaid violations. The acquirers shall pay the said amount of penalty by way of demand draft in favour of “SEBI- Penalties Remittable to Government of India”, payable at Mumbai within 45 days of receipt of this order. The said demand draft should be forwarded to Shri R. Mohan, General Manager, Securities and Exchange Board of India, Mittal Court, 1^st Floor, B- Wing, 224, Nariman Point, Mumbai 400 021.

 

21.  In terms of Rule 6 of the SEBI (Procedure for holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995, copies of this order are sent to the acquirers and also to SEBI.  

 

 

Date:   April 30, 2005                          A. Chandra Sekhar Rao

Place: Mumbai                                    Adjudicating Officer