Nov 14, 2006
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Orders :
Orders of SAT
IN THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
Appeal No.5 of 2003
Date of Decision : 14.11.2006
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Panther Fincap & Management Services Ltd.
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...... Appellant
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Versus
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Securities and Exchange Board of India
Mr. S.V. Krishna Mohan
Adjudicating Officer
Securities and Exchange Board of India
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..…Respondents
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Shri Zal T. Andhyarujina, Advocate alongwith Ms. Ruchira Gupta, Advocate for the Appellant
Shri Kumar Desai, Advocate alongwith Ms. Daya Gupta, Advocate for the Respondents
CORAM
Justice N.K. Sodhi, Presiding Officer
C. Bhattacharya, Member
Per: Justice N.K. Sodhi, Presiding Officer (Oral)
The short question that arises for our consideration in this Appeal filed under section 15T of the Securities and Exchange Board of India Act, 1992 (for short the ‘Act’) is whether the appellant had at any point of time on November 13, 2000 acquired shares of Global Trust Bank (hereinafter referred to as ‘GTB’) which taken together with the shares already held by it exceeded five percent of the total issued and paid up share capital of GTB. This question arises in these circumstances.
The appellant was served with a show cause notice dated November 22, 2001 alleging that it had contravened Regulation 7 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (for short ‘the Regulations) in as much as it acquired on November 13, 2000 shares of GTB exceeding five percent of its total issued and paid up share capital. Adjudication proceedings were initiated and the adjudicating officer by the impugned order has found that the appellant had acquired shares of GTB exceeding the five percent limit. This order is under challenge.
The appellant through its counsel has seriously disputed before us the findings recorded by the adjudicating officer that it (the appellant) had acquired shares of GTB exceeding five percent of the issued and paid up capital of the company. The learned counsel for the appellant contends that the chart relied upon by the adjudicating officer in the show cause notice does not establish the fact that it had acquired shares exceeding the aforesaid limit.
We have heard the learned counsel for the parties and have carefully perused the chart on which reliance has been placed by the adjudicating officer to hold against the appellant. The figures mentioned therein may not be incorrect but surely the chart is incomplete. It does not contain a column pertaining to the net closing balance of the acquired shares of GTB by the appellant as a beneficial owner. A perusal of the chart does not conclusively establish that the appellant had acquired shares of GTB exceeding five percent of its issued and paid up share capital. In this view of the matter we are constrained to hold that the charge has not been established. We have therefore no hesitation in allowing the appeal which we hereby do so and set aside the impugned order leaving it open to the Respondents to proceed afresh in accordance with law if they so desire. In the circumstance, there is no order as to cost.
Sd/-
Justice N.K. Sodhi
Presiding Officer
Sd/-
R.N.Bhardwaj
Member
RRN
14.11.06