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									                   BEFORE THE ADJUDICATING OFFICER

               SECURITIES AND EXCHANGE BOARD OF INDIA

              [ADJUDICATION ORDER NOs. PKK/AO/193-199/2011]

______________________________________________________________

UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT,
1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND
IMPOSING PENALTIES BY ADJUDICATING OFFICER) RULES, 1995.

                                    Against

                            1. Mr. Prasad Tandel
                            2. Mr. Prakash D’ Souza
                            3. Mr Prashant Narvekar
                            4. Mr. Ashok Sonu Bhagat
                            5. M/s. Sicorp Finlease Ltd.
                            6. Ms. Sandhya Shirish Shah
                            7. Ms. Pravina Chandrakant Shah


                        In the matter of G-Tech Info Training Ltd.


Background:
1.   Securities and Exchange Board of India (hereinafter referred to as ’SEBI’) has
     passed an order dated August 18, 2010 and an addendum order to the above
     order dated October 05, 2010 under Sections 11, 11B, 11(4) of Securities and
     Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’). As
     per the said orders SEBI has directed Mr. Prasad Tandel, Mr. Prakash D’
     Souza, Mr. Prashant Narvekar, Mr. Ashok Sonu Bhagat, M/s. Sicorp Finlease
     Ltd. through its director Mr. Shirish Shah, Ms. Sandhya Shirish Shah and Ms.



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      Pravina Chandrakant Shah (hereinafter collectively referred to as the
      ‘Noticees’) to make public announcement to the shareholders of G-Tech Info
      Training Ltd. (Target Company) within 45 days of the date of the said order, in
      terms of SEBI (Substantial Acquisition of Shares and Takeover) Regulations,
      1997 (SAST Regulations). SEBI has also directed the Noticees to pay interest
      @10% per annum on the offer price or the loss of interest caused to the
      shareholders for the period of delay. The Noticees allegedly failed to carry out
      the directions issued to them under said orders.


2.    In view of the above, SEBI has ordered adjudication proceedings against the
      Noticees under Section 19 read with Section 15-I of SEBI Act and Rule 3 of
      SEBI (Procedure For Holding Inquiry And Imposing Penalties By Adjudicating
      Officer) Rules, 1995 (hereinafter referred to as the Adjudicating Rules) to
      enquire into and adjudge under Section 15HB of the SEBI Act, the alleged
      violations committed by the Noticees.


Notice, Reply and Personal Hearing:


3.    The Adjudicating Officer (AO) issued a notice dated September 08, 2011
      (hereinafter referred to as the ‘SCN’) to the Noticees in terms of the provisions
      of Rule 4 of Adjudication Rules requiring them to show cause as to why an
      inquiry should not be held for the violations allegedly committed by them. The
      SCN had been duly served on the Noticees either by hand delivery or by
      Registered Post with Ack. Due except on Mr. Ashok Sonu Bhagat. Since, the
      SCN could not be delivered by the above means to Mr. Bhagat, the same was
      affixed at his last known address in accordance with Rule 7(c) of Adjudication
      Rules.




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4.    The Noticees had not submitted any reply to the SCN. In the absence of any
      reply from the Noticees, the AO considered the facts of the case and other
      materials available on record and decided to conduct an inquiry in the matter.

5.    The AO granted an opportunity of personal hearing to the Noticees on October
      14, 2011. The Noticees failed to appear before the AO for the said personal
      hearing. However, M/s. Sicorp Finlease Ltd., Ms. Sandhya Shirish Shah and
      Ms. Pravina Chandrakant Shah vide letters dated October 11, 2011 requested
      for rescheduling the date of hearing due to prior professional arrangements and
      grant of another opportunity of hearing. In the interest of natural justice, another
      opportunity of personal hearing was granted to the Noticees who had sought
      extension of date. They were advised to appear before me on October 20,
      2011.   They vide their letter dated October 19, 2011 requested the AO for
      further rescheduling the hearing. Thus, last and final opportunity of personal
      hearing was provided to them and they were advised to appear before me on
      October 31, 2011. It was specifically mentioned in the hearing notice that if they
      failed to appear on October 31, 2011, ex-parte adjudication order will be
      passed. They failed to appear before me on the October 31, 2011 and
      therefore, I am proceeding with the inquiry taking into account the documents
      and material as available on record


Consideration of Issues, Evidences and Findings:
6.    I have carefully perused the charges made against the Noticees as per the SCN
      and the documents available on record. The issues that arise for consideration
      in the present case are:-


      a) Whether the Noticees have failed to carry out the directions of the said SEBI
         Orders?
      b) Do the violations, if any, on the part of the Noticees attract any monetary
         penalty under sections 15HB of SEBI Act?




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      c) If so, what should be the monetary penalty that can be imposed taking into
         consideration the factors mentioned in Section 15J of SEBI Act, 1992?


7.    I find that SEBI passed an order dated August 18, 2010 under Sections 11, 11B
      and 11(4) of the SEBI Act read with Regulations 10 and 44(f) of the SAST
      Regulations in the matter of the Target Company. By virtue of said order SEBI
      directed the Noticees to make public announcement to the shareholders of
      Target Company within 45 days of the date of the said order. It also directed
      the Noticees to pay interest @10% per annum on the offer price or the loss of
      interest caused to the shareholders for the period of delay.


8.    Subsequently, SEBI passed an addendum order dated October 05, 2010 in
      respect of a query raised by Mr. Shrish Shah Director of Sicorp Finlease Ltd.
      directing that notwithstanding the restraint imposed on Mr. Shah vide order
      dated July 19, 2010 in dealing in the securities market, he shall be permitted to
      take necessary steps for the due compliance of the order dated August 18,
      2010.

9.    The Noticees had not placed any evidence either to prove that they made public
      announcement within 45 days of the orders to acquire the shares of Target
      Company as directed by SEBI or to show that they filed an appeal against the
      SEBI order dated August 18, 2010. Therefore, the aforementioned SEBI orders
      dated August 18, 2010 and October 05, 2010 attained finality and crystallized
      the non compliance by the Noticees.


10.   Further, the Noticees have not put up any defence or challenged the SCN. It
      can be assumed that the charges levelled in the SCN have been accepted by
      the Noticees. This is in accordance with the principle laid by Hon’ble Securities
      Appellate Tribunal in the matter of Classic Credit Ltd. v. SEBI [2007] 76 SCL
      51 (SAT - MUM.) wherein it was inter-alia held that “…The appellants did not




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      file any reply to the second show-cause notice. This being so, it has to be
      presumed that the charges alleged against them in the show-cause notice were
      admitted by them”.
             .
11.   From the foregoing, it is established beyond doubt that the Noticees failed to
      comply with the directions issued by SEBI and the non compliance of the same
      resulted in contravention of S.15HB of the SEBI Act which warrants imposition
      of monetary penalty under the said Section of the SEBI Act.


12.   The Hon’ble Supreme Court of India in the matter of SEBI v. Shri Ram Mutual
      Fund [2006] 68 SCL 216(SC) inter alia held: “once the violation of statutory
      regulations is established, imposition of penalty becomes sine qua non of
      violation and the intention of parties committing such violation becomes
      totally irrelevant. Once the contravention is established then the penalty is
      to follow.”


13.   The provisions of section 15 HB of SEBI Act as prevailing at the relevant time
      are reproduced hereunder:
      Penalty for contravention where no separate penalty has been provided.

      15HB. Whoever fails to comply with any provision of this Act, the rules or the
      regulations made or directions issued by the Board thereunder for which no
      separate penalty has been provided, shall be liable to a penalty which may
      extend to one crore rupees.



14.   While imposing monetary penalty it is important to consider the factors stipulated
      in section 15J of SEBI Act, which reads as under:

      “15J - Factors to be taken into account by the adjudicating officer:
      While adjudging quantum of penalty under section 15-I, the adjudicating
      officer shall have due regard to the following factors, namely:-




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      (a) the amount of disproportionate gain or unfair advantage, wherever
      quantifiable, made as a result of the default;
      (b) the amount of loss caused to an investor or group of investors as a
      result of the default;
      (c) the repetitive nature of the default.”


15.   In the instant matter it is not possible to quantify the amount of disproportionate
      gain or unfair advantage made as a result of default made by the Noticees. The
      material available on record does not indicate the amount of loss caused to an
      investor or group of investors as a result of the default. However, the investors
      were denied the exit opportunity by selling their shares in the public offer at a
      price determined as per provisions of the SAST Regulations. Therefore, the
      default by the Noticees needs to be seriously viewed in the interest of protection
      of investors and orderly development of securities market and the maximum
      penalty as provided in Section 15HB of SEBI Act be imposed on the Noticees.


      Order
16.   Considering all the facts and circumstances of the case, and in exercise of the
      powers conferred upon me under Section 15I (2) of the SEBI Act read with Rule
      5 of the Adjudication Rules, I hereby impose a penalty of Rs. 1,00,00,000/-
      (Rupees One Crore only) on the Noticees viz. Mr. Prasad Tandel, Mr. Prakash
      D’ Souza, Mr. Prashant Narvekar, Mr. Ashok Sonu Bhagat, , M/s. Sicorp
      Finlease Ltd., Ms. Sandhya Shirish Shah and Ms. Pravina Chandrakant Shah
      jointly and severally. I am of the view that the said penalty is commensurate
      with the violation committed by the Noticees.


17.   The penalty shall be paid by way of demand draft drawn in favour of “SEBI –
      Penalties Remittable to Government of India” payable at Mumbai within 45 days
      of receipt of this order. The said demand draft shall be forwarded to Division
      Chief, Investigation Department (ID-3), Securities and Exchange Board of India,



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      Plot No. C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400
      051.


18.   In terms of the provisions of Rule 6 of the Adjudicating Rules the copies of this
      order are sent to the Noticees and also to Securities and Exchange Board of
      India.




      Date: October 31, 2011                              P. K. KURIACHEN
      Place: Mumbai                               ADJUDICATING OFFICER




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