Wednesday, September 23, 2015

[aaykarbhavan] Judgments and Infomration, F Y I Not of any professional interest at all,






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Imposes Rs.7,269 Crores penalty on Pearls Agrotech & top-management for illegal fund mobilization

SEBI imposes penalty of Rs. 7,269 crores on Pearls Agrotech Corporation Limited ('PACL Ltd.') and directors (collectively referred to as 'Noticees') for illegal fund mobilization from general public by sponsoring and carrying on Collective Investment Schemes ('CIS'), without obtaining SEBI registration; States that amount of penalty commensurate with the default committed by Noticees, clarifies that liability to pay the penalty is joint and several (PACL Ltd. and directors); Notes the fact that PACL Ltd. pooled and utilized the contribution in a 'scheme', under the garb of 'real estate transaction', wherein the location of land was not disclosed to the investors at the time of making payment / issuing allotment letter; Observes that PACL Ltd. unequivocally managed the contribution made by investors towards the scheme, wherein investors had no control over day-to-day affairs of it; SEBI observes that Noticees were running CIS and mobilized Rs. 2,686 Crores without obtaining requisite registration, states that "there cannot be a better case which deserves imposition of maximum penalty and, if done so, then it will give a strong message to securities market. Country has suffered a lot in the hands of entities who indulge in such illegal money mobilization, wherein hard earned money of common man is duped":SEBI

The order was passed by Shri. Amit Pradhan, SEBI, Adjudicating Officer.


No US copyright for 'Happy Birthday' song; Maharashtra emerges CSR hub; Mallya presides over UB AGM

No US copyright for 'Happy Birthday' song; Maharashtra emerges CSR hub; Mallya presides over UB AGM

 

Common director signing joint development agreement sans disclosure a clear 'conflict'/mismanagement

CLB allows Sec 397/398 petition, observes non-disclosure of interest by Managing Director of Bhandari Builders Pvt Ltd (respondent co.) & his wife (director) (collectively referred to as 'respondents') while signing a joint development agreement with a developer-co.; Notes that respondents were directors on board of respondent co. and developer co. as well & Managing Director signed the agreement on behalf of both the cos. despite conflict of interest, holds there was a mismanagement of affairs; States that Sec. 299 of Cos Act, 1956 mandates director to disclose his interest in any contract entered / to be entered into & Sec. 300 bars interested director to participate & vote on such contract, thus, holds that Managing Director violated statutory provisions; Rejects respondents' contention that petitioner (director-shareholder) had indulged in forum shopping by filing civil suit before Bombay HC, pending arbitration proceedings; Holds that proceedings before various forums were initiated by petitioner invoking different jurisdiction, and observes that, "This Board has to guard the interests of  a company and/ or its shareholders who are subject to mismanagement or oppression under s. 397 and 398.."; Thus, CLB restrains respondents from representing respondent co. where developer co. was impleaded :New Delhi CLB

The order was passed by Chief Justice M.M Kumar, Chairman, CLB
Senior Advocate Suhail Dutt alongwith Advocates Ankit Singhal and Sankap Goswami argued on behalf of petitioners. Senior Advocates S.N. Mookherjee, Amit Sibal, U.K. Chaudhary alongwith Advocates K. Datta, Diggaj Pathak, Shweta Sharma, Pawan Sharma, Anuj Shah, Divya Bhalla and Deepali Dwivedi represented respondents.


Insider Trading/ Listing Agreement disclosures independent of Takeover Code disclosure, imposes penalty

SEBI imposes penalty on select promoters of listed co. for acquiring shares beyond the prescribed threshold and failing to make disclosures within prescribed time under Reg. 7(1A) read with Reg. 7(2) of the Takeover Code, 1997; Notes that after series of acquisitions, the cumulative promoters shareholding increased from 62.87% (as on March 2009) to 69.04% (as on June 2010), observes that they failed to make disclosures to co. and stock exchanges, under Takeover Code; Rejects Noticees' contention that requisite disclosure was made under Insider Trading Regulations which serves the disclosure purpose required under Takeover Code, holds that there is difference between disclosure obligations under both Regulations; Further holds that sole purpose of disclosure obligation under Takeover Regulation, 1997 is "unequivocally to bring more transparency by dissemination of complete information to investors at large by individual buyer/seller of shares, without any delay"; Rejects Noticees' contention that co. periodically informed stock exchange about change of promoters shareholding through filing of quarterly shareholding pattern under Cl. 35 of Listing Agreement, holds that "Disclosure under Clause 35 does not absolve the noticee from complying with the statutory obligations of making disclosures under Takeover Regulations"; Relies on SAT ruling in Komal Nahata Vs SEBI and SC ruling in SEBI Vs. Shri Ram Mutual Funds:SEBI

The order was passed by Shri. Mohammad Atif Alvi, Adjudicating officer, SEB


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Posted by: Dipak Shah <djshah1944@yahoo.com>


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