Twenty First Century (India) Limited vs Sebi

Date of Decision : 08.02.2016

Appeal No. 333 of 2014

Twenty First Century (India) Limited 9 Laal Bazaar Street, Block - B, 3rd Floor, Room No. 4, Kolkata - 700 001. ...Appellant

Versus Securities and Exchange Board of India SEBI Bhavan, Plot No. C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. ...Respondent

Mr. Vinay Chauhan, Advocate with Mr. K.C. Jacob and Mr. Ayush Agarwal, Advocates for the Appellant.

Mr. Shyam Mehta, Senior Advocate with Mr. Mihir Mody and Mr. Saurabh Bachhawat, Advocates i/b K Ashar & Co. for the Respondent.

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

Per : Justice J.P. Devadhar (Oral)

1.

This appeal is filed to challenge the order passed by the adjudicating

officer of Securities and Exchange Board of India ('SEBI' for short) on

May 23, 2014. By that order penalty of Rs. 20 lac is imposed on the appellant

under Section 15A(b) of the Securities and Exchange Board of India Act, 1992

for violating Regulation 7(1A) of the Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 1997

('Takeover Regulations' for short).

2. Counsel for the SEBI brought to our notice a decision of this Tribunal in

case of Mr. Ravi Mohan & Ors. vs SEBI (Appeal No. 97 of 2014 decided on 2

December 16, 2015) wherein it is held that the disclosure obligation under

regulation 7(1A) has to be discharged in accordance with regulation 7(1A)

read with regulation 7(2) and since regulation 7(2) does not contemplate for

disclosure relating to sale of shares in excess of the limits set out under

regulation 7(1A) no penalty can be imposed on the ground that there is failure

to comply with regulation 7(1A) within the time stipulated under regulation

7(1A) read with regulation 7(2) in respect of sale of shares effected in excess

of the limits prescribed under regulation 7(1A).

3. In the present case, the dispute relates to non compliance of the

disclosure obligation under regulation 7(1A) in respect of sale transactions

carried on by the appellant in excess of the limits prescribed under regulation

7(1A) and hence the aforesaid decision would be squarely applicable to the

present case.

4. In view of above, the penalty imposed against the appellant cannot be

sustained.

5. Accordingly, the appeal is allowed in the above terms with no order as

to costs.

Sd/-

Justice J.P. Devadhar Presiding Officer

Sd/-

Jog Singh Member

08.02.2016 Prepared and compared by:

msb