w w w . L a w y e r S e r v i c e s . i n



E-Ally Consulting (India) Private Limited Manidhar II, Jaipur & Others v/s Securities and Exchange Board of India, SEBI Bhavan


Company & Directors' Information:- E-ALLY CONSULTING (INDIA) PRIVATE LIMITED [Active] CIN = U74140MH2006PTC230649

Company & Directors' Information:- K. H. CONSULTING PRIVATE LIMITED [Active] CIN = U67120MH1994PTC082772

Company & Directors' Information:- K. W. CONSULTING PRIVATE LIMITED [Active] CIN = U72200TG2009PTC063353

Company & Directors' Information:- JAIPUR SECURITIES PRIVATE LIMITED [Active] CIN = U65990MH1994PTC081632

Company & Directors' Information:- THE INDIA COMPANY PRIVATE LIMITED [Active] CIN = U74999TN1919PTC000911

Company & Directors' Information:- K AND J CONSULTING PRIVATE LIMITED [Active] CIN = U74140TZ2007PTC013784

Company & Directors' Information:- I M 5 M CONSULTING PRIVATE LIMITED [Active] CIN = U74140MH2003PTC139160

Company & Directors' Information:- INDIA CORPORATION PRIVATE LIMITED [Active] CIN = U65990MH1941PTC003461

Company & Directors' Information:- E CONSULTING INDIA PRIVATE LIMITED [Strike Off] CIN = U72900KA2000PTC028060

Company & Directors' Information:- S 2 S CONSULTING PRIVATE LIMITED [Active] CIN = U74140KA2001PTC029034

Company & Directors' Information:- R R C O CONSULTING PRIVATE LIMITED [Active] CIN = U74140DL2006PTC147736

Company & Directors' Information:- T AND T CONSULTING PRIVATE LIMITED [Strike Off] CIN = U74140MH2000PTC129569

Company & Directors' Information:- A N B CONSULTING COMPANY PRIVATE LIMITED [Active] CIN = U74140MH2001PTC130840

Company & Directors' Information:- E-ALLY SECURITIES (INDIA) PRIVATE LIMITED [Active] CIN = U74900MH2010PTC204268

Company & Directors' Information:- V M I CONSULTING PRIVATE LIMITED [Strike Off] CIN = U74140KA2000PTC027655

Company & Directors' Information:- T & A CONSULTING PRIVATE LIMITED [Active] CIN = U51909DL2006PTC156226

Company & Directors' Information:- J & A CONSULTING PRIVATE LIMITED [Active] CIN = U74140KA1984PTC006255

Company & Directors' Information:- I S N CONSULTING PRIVATE LIMITED [Active] CIN = U72200MH2000PTC130139

Company & Directors' Information:- S K Y P CONSULTING INDIA PRIVATE LIMITED [Strike Off] CIN = U45200TG2013PTC091046

Company & Directors' Information:- R G S CONSULTING PRIVATE LIMITED [Strike Off] CIN = U74140DL2013PTC252203

Company & Directors' Information:- E N Y CONSULTING PRIVATE LIMITED [Active] CIN = U74999DL2005PTC143104

Company & Directors' Information:- A G CONSULTING PRIVATE LIMITED [Strike Off] CIN = U74999DL2016PTC300208

Company & Directors' Information:- B B G CONSULTING PRIVATE LIMITED [Strike Off] CIN = U93000DL2012PTC242184

Company & Directors' Information:- C J CONSULTING PRIVATE LIMITED [Strike Off] CIN = U74140KA2000PTC027997

Company & Directors' Information:- A W CONSULTING PRIVATE LIMITED [Strike Off] CIN = U72200KA2006PTC040174

Company & Directors' Information:- O P CONSULTING PRIVATE LIMITED [Active] CIN = U74140KL2015PTC038338

    Appeal No. 203 of 2014

    Decided On, 06 August 2014

    At, SEBI Securities Exchange Board of India Securities Appellate Tribunal

    By, THE HONOURABLE MR. JUSTICE J.P. DEVADHAR
    By, PRESIDING OFFICER
    By, THE HONOURABLE MR. JUSTICE JOG SINGH
    By, MEMBER & THE HONOURABLE MR. JUSTICE A.S. LAMBA
    By, MEMBER

    For the Appellants: Vijay Tiwari, Practicing Company Secretary. For the Respondent: Mihir Mody, Advocate with Pratham V. Masurekar, Advocate.



Judgment Text

J.P. Devadhar, Presiding Officer (Oral)

1. This appeal is filed to challenge adjudication order passed by Adjudicating Officer ('AO' for short) of Securities and Exchange Board of India ('SEBI' for short) on April 23, 2014, whereby penalty ofRs.3 lac has been imposed upon appellants jointly and severally for violating regulation 30(1) and 30(2) read with regulation 30(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('SAST Regulations, 2011' for short).

2. Authorized Representative of appellants has fairly stated before us that in the present case there is no dispute that the declaration filed under regulation 30(1) and 30(2) read with regulation 30(3) of SAST Regulations, 2011 is delayed by 15 days. However, he submitted that imposition of penalty of Rs.3 lac upon the appellants is unjustified for the following reasons:

a) Appellants who are current/ existing promoters have acquired the company in the year 2011-2012. Although all regulatory requirements were duly complied with declaration under regulation 30(1) and 30(2) read with regulation 30(3) of SAST Regulations, 2011 were delayed by 15 days due to lack of proper advise from professional consultants.

b) In all the subsequent years declarations have been made within the stipulated time and therefore inadvertent delay of 15 days in the initial year deserves to be condoned.

c) There was no fraudulent intention or improper motive behind the delay in making disclosures.

d) There are no complaints from any investors claiming loss as a result of delayed disclosure.

e) Disclosures made in compliance with the provisions contained in the listing agreement contained all particulars that are required to be made under regulation 30(1) and 30(2) read with regulation 30(3) of SAST Regulations, 2011 and therefore delay of 15 days being only a technical delay, lenient view ought to have been taken by the AO.

3. We see no merit in the above contentions. Obligation to make disclosures under regulation 30(1) and 30(2) read with regulation 30(3) of SAST Regulations, 2011 is mandatory and is independent of the obligation to make disclosures under the listing agreement. Similarly, fact that proper advise was not there or that the delay was unintentional/without any fraudulent intention or there is no complaint from the investors, does not absolve appellants from their obligation to make disclosures under SAST Regulations, 2011.

4. Penalty imposable under Section 15A(b) of SEBI Act, 1992 for violations of SAST Regulations, 2011 is Rs.1 lac for each days delay. In the present case, since there is 15 days delay, penalty imposable under Section 15A(b) of SEBI Act, 1992 would come to Rs.15 lacs. However, the AO of SEBI after taking into consideration

Please Login To View The Full Judgment!

all mitigating factors has imposed penalty of Rs.3 lac on appellants jointly and severally which cannot be said to be unreasonably or excessively high. 5. In view of the matter, we see no reason to interfere with the order passed by the AO. Accordingly, appeal is dismissed with no order as to costs.
O R