BEFORE THE SECURITIES APPELLATE TRIBUNAL

MUMBAI

Date of Decision: 06.08.2014

Appeal No. 203 of 2014


1. E-Ally Consulting (India) Private Limited
Manidhar II, D-51 Subhash Marg, C Scheme,
Jaipur- 302 001

2. Shree Jaisal Electronics and Industries Limited
Manidhar II, D-51 Subhash Marg, C Scheme,
Jaipur- 302 001

3. Sandeep Maloo
21-C, Barvada House, Civil Lines,
Jaipur- 302 006

4. Neeta Maloo
21-C, Barvada House, Civil Lines,
Jaipur- 302 006

5. Labhchand Maloo
21-C, Barvada House, Civil Lines,
Jaipur- 302 006


6. Lata Maloo
21-C, Barvada House, Civil Lines,
Jaipur- 302 006


7. Sandeep Maloo HUF
21-C, Barvada House, Civil Lines,
Jaipur- 302 006


8. Labhchand Maloo HUF
21-C, Barvada House, Civil Lines,
Jaipur- 302 006 Appellants

Versus

Securities and Exchange Board of India,
SEBI Bhavan, Plot No. C-4A, G-Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai 400 051 Respondent
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Mr. Vijay Tiwari, Practicing Company Secretary, for Appellants.

Mr. Mihir Mody, Advocate with Mr. Pratham V. Masurekar, Advocate
for the Respondent.


CORAM: Justice J.P. Devadhar, Presiding Officer
Jog Singh, Member
A.S. Lamba, Member

Per: Justice J.P. Devadhar (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 of
` 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 ` 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
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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
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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 `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 `15 lacs. However,
the AO of SEBI after taking into consideration all mitigating factors has
imposed penalty of ` 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.


Sd/-
Justice J.P. Devadhar
Presiding Officer


Sd/-
Jog Singh
Member


Sd/-
A S Lamba
Member
06.08.2014
Prepared & Compared By: PK

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