Securities Appellate Tribunal (SAT): Justice Tarun Agarwala, Presiding Officer, Dr C.K.G. Nair, Member Justice and M.T. Joshi, Judicial Member affirmed the impugned order directing each of the appellants to pay a sum of Rs 1 lakh to the respondent within four weeks from the day of the order.
The facts of the case are such that one of the promoters purchased 65,000 shares on 11-02-2014 in two transactions which apparently were not disclosed within the stipulated period. On 27-03-2014 the said appellant Ms Anita Jajodia sold shares and again failed to make necessary disclosures. The second promoter Ms Sabita Jajodia sold shares on 29-10-2015 and failed to make the necessary disclosures. In so far as the Company is concerned there was a delayed disclosure to the BSE Ltd with regard to the transactions made by the promoters Anita and Sabita. The disclosure was required to be made within two days but the Company made the disclosure belatedly. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted an investigation in the scrip of Jaisukh Dealers Ltd. and the AO found that there was violation of the PIT Regulations, 1992 and PIT Regulations, 1995 and, accordingly, imposed a sum of Rs 3 lakhs for the three alleged violations. Accordingly, after six years from the date of the impugned transactions of one of the promoter Ms Anita Jajodia a show-cause notice dated 21-01-2020 was issued to show cause why an inquiry should not be held and penalty should not be imposed under Section 15A(b) of the Securities and Exchange Board of India Act, 1992. Aggrieved by the same, instant appeals have been filed.
Counsel for the appellants submitted that there is an undue delay on the part of the respondent of about six years in initiating the proceedings. Even though the promoters failed to make the disclosure the same was reflected in the quarterly report filed by the Company and, in any case, the Company had made delayed disclosure on the stock exchange platform.
Counsel for the respondents submitted that pursuant to the investigation being made in the scrip of the Company the alleged violation was discovered after analysing the data retrieved from BSE. It was therefore contended that there was no undue delay in initiating the proceedings.
The Tribunal observed that this undue delay causes prejudice as in the meanwhile vital rights have accrued upon the appellants. The appellants have a right to arrange their affairs and keep their house in order in whatever fashion. It does not permit the respondent to upset the apple cart by issuing the show cause notice for an alleged violation made six years ago.
Tribunal thus held that in the instant case there has been an undue delay on the part of the respondent in initiating proceedings. The alleged violation was known to the stock exchange and nothing was brought to the notice of the respondent by the stock exchange about the alleged violation. The mere fact that during investigation these discrepancies came to light does not entitle the respondent to initiate separate proceedings for the alleged violations. It was further held that in the peculiar facts of the present case undue delay is a mitigating factor which has to be considered while imposing a penalty under Section 15J of the SEBI Act.
In view of the above, impugned order was affirmed and appeal was partly allowed.[Anita Jajodia v. Securities Exchange Board of India, Appeal No. 30 of 2021, decided on 20-01-2021]
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