BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO. EAD-2/DSR/ VVK/ 316 /2014]
______________________________________________________________________
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

In respect of
Ms. Manju Gupta
( PAN AASPG0264C )
In the matter of Asian Oilfield Services Limited

1. Securities and Exchange Board of India ( hereinafter referred to as "SEBI" )

observed non-compliance of Regulation 7(1) of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 (Takeover Regulations, 1997) committed
by Ms.Manju Gupta (Noticee) for the year 2008 in the scrip of Asian Oilfield Services
Limited ( hereinafter referred to as "AOSL / Company" ). The shares of the AOSL are
listed at The Bombay Stock Exchange Ltd. (BSE).

APPOINTMENT OF ADJUDICATING OFFICER

2. I have been appointed as the Adjudicating Officer vide order dated 21st April, 2014
to inquire and adjudge under Section 15A(b) of the SEBI Act, 1992, the alleged violation
of the provisions of Regulation 7(1) read with regulation 7(2) of the Takeover
Regulations, 1997 for the year 2008 committed by the Noticee.

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SHOW CAUSE NOTICE, HEARING & REPLY

3. A Show Cause Notice (SCN) dated 16th July, 2014, in terms of the provisions of
Rule 4(1) of SEBI (Procedure for Holding Inquiry and Imposing Penalties by
Adjudicating Officer) Rules, 1995 (Adjudication Rules) was issued to the Noticee
calling upon the Noticee to show cause as to why an inquiry should not be held against
it and penalty be not imposed under Section 15A(b) of the SEBI Act, 1992. The Noticee
filed its reply vide letter dated the 25th September, 2014, the contents whereof, inter
alia, are reproduced as below :" - On 29th May,2008, I have purchased / acquired 5,22,000 Equity Shares at the price
of Rs.190.18 from the open market.

- I have not traded in any of these shares till date and I am not aware of the requisite
compliance under SEBI.

On 30th May,2008,I have submitted the intimation in the prescribed format for

informing details of acquisition to target company, in terms of regulation 7(1) of the

Takeover Regulations,1997 for the year 2008 to AOSL. A copy of the said intimation
was attached.

- The AOSL vide their letter ref.no.AOSL/BSE/SEBI /Takeover/203 dated 10th

June,2008 informed to BSE in terms of Disclosure of details of acquisition, in terms of
regulation 7(3) of the Takeover Regulations,1997 in the prescribed format which was
attached."

4.

Subsequently, the Noticee was granted an opportunity of personal hearing on

November 10, 2014. The noticee was represented by its authorised representative Mr.
Surjan Singh Rauthan, Practising Company Secretary - M/s. S.S.Rauthan & Associates,
and admitted the delay of nine days in complying with the regulation 7(1) of the
Takeover Regulations,1997.

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ISSUES FOR CONSIDERATION

5. I have carefully perused the charges leveled against the Noticee as per the SCN,
reply and the other material available on record. The issues that arise for consideration
in the present case are :-

A. Whether the Noticee has violated the provisions of Regulation 7(1) read with
Regulation 7(2) of the Takeover Regulations, 1997.
B. Whether the Noticee is liable for monetary penalty under Section 15A(b) of the
SEBI Act, 1992.
C. If so, what quantum of monetary penalty should be imposed on the Noticee
taking into consideration the factors mentioned in Section 15J of the SEBI Act,
1992?

FINDINGS

6. At this juncture, I note that Regulation 7(1) and 7(2) of Takeover Regulations, 1997
reads as under :-

" Acquisition of 5% and more shares of a company

7.(1) Any acquirer, who acquires shares or voting rights which taken together with
shares or voting rights, if any, held by him would entitle him to more than five per cent or
ten per cent or fourteen percent or fifty four per cent or seventy four per cent shares or
voting rights in a company, in any manner whatsoever, shall disclose at every stage the
aggregate of his shareholding or voting rights in that company to the company and to
the stock exchanges where shares of the target company are listed.

(2) The disclosures mentioned in sub-regulation (1) and (1A) shall be made within two
days, (a) the receipt of intimation of allotment of shares; or
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(b) the acquisition of shares or voting rights, as the case may be.

7. From the material available on record, it was observed from the shareholding pattern
that the noticee's shareholding increased from 5,26,000 (5.03%) to 10,48,000 (10.02%)
i.e by 4.99% pursuant to the transaction of shares on 29th May, 2008. I note that the
disclosure pertaining to the said transaction was received by AOSL from the noticee
only on 9th June,2008. However, the noticee in Annexure `B' to her reply dated the
25th September, 2014 claimed to have filed it on 30th May,2008 without furnishing
any documentary evidence to that effect . I also note that AOSL, in turn, filed the said
information vide its letter dated 10th June,2008 to BSE upon receipt of the information
by the noticee on 9/6/2008 .

8.

The details of the acquisition of shareholding by the noticee and the delayed

reporting to the AOSL by the noticee are given below in a tabular form :Regulation

Date

of

No.

and

No. and %

Due

of

for

date

compliance

complian

transacti

on

sharehol

shares

after

ding

acquired

transaction

before

/ sold

the

of

No. and
of

shares
the

date

Actual

No. of
of

days
delay

ce

date

of
transacti
on
7(1)

29.05.08

5,26,000

5,22,000

10,48,000

(5.03%)

(4.99%)

(10.02%)

31.05.08

09.06.08

9. I note that the Noticee in its reply has submitted that they have complied with
Regulation 7(1) of the Takeover Regulations, 1997. However, during the hearing on
10th November, 2014, when asked for the documentary evidence for the same the
Authorised Representative admitted that there was a delay of nine days in filing the
disclosure to the company . Therefore, I conclude that the noticee has failed comply
with Regulation 7(1) of the Takeover Regulations, 1997 thus liable for penalty under
Section 15A(b) of the SEBI Act, 1992 which reads as under.

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Penalty for failure to furnish information, return, etc. 15A. If any person, who is
required under this Act or any rules or regulations made thereunder,
(a)..
(b) to file any return or furnish any information, books or other documents within the
time specified therefore in the regulations, fails to file return or furnish the same within
the time specified therefore in the regulations, he shall be liable to a penalty of one lakh
rupees for each day during which such failure continues or one crore rupees, whichever
is less;
10. The Honble Supreme Court of India in the matter of SEBI Vs Shriram Mutual
Fund {[2006] 5 SCC 361} wherein, the Court, inter alia, held that "In our view, the
penalty is attracted as soon as contravention of the statutory obligations as
contemplated by the Act is established and, therefore, the intention of the parties
committing such violation becomes immaterial. Hence, we are of the view that once the
contravention is established, then the penalty has to follow and only the quantum of
penalty is discretionary."

The Hon'ble Securities Appellate Tribunal in the matter of Milan Mahindra Securities
Private Limited vs SEBI ( Order dated November 15, 2006 in Appeal No. 66 of 2003)
observed that " the purpose of these disclosures is to bring about transparency in the
transactions and assist the Regulator to effectively monitor the transactions in the
market."

11. While imposing monetary penalty, it is important to consider the factors stipulated in
Section 15J of the 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.

12. It is not possible, from the material available on record, to quantify

any

disproportionate gain or unfair advantage accrued to the Noticee or the extent of loss
suffered by the investors as a result of the default of the Noticee. The default of the
noticee is not repetitive in nature. It is observed that the violation is repetitive in nature.
However, the disclosures that are required to be made by the Noticee to the Company
under the Takeover Regulations, 1997 are made public only through Stock Exchange. It
is with this end in view that the Regulations require the making of disclosures so that
investing public is not deprived of vital information.

ORDER

13. In view of the above, after considering all the facts and circumstances of the case
and exercising the powers conferred upon me under Section 15-I(2) of the SEBI Act,
1992 read with Rule 5 of the Adjudication

Rules, I hereby impose a penalty of

`5,00,000/- (Rupees five lakh only ) on Ms. Manju Gupta under Section 15A(b) of the
SEBI Act, 1992.

14.

The penalty amount shall be paid by the Noticee by a Demand Draft drawn in

favour of

SEBI Penalties Remittable to Government of India and payable at

Mumbai, within 45 (forty five) days of receipt of this order. The said Demand Draft
should be forwarded to the Division Chief, Corporation Finance Department , Division of

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Corporate Restructuring, Securities and Exchange Board of India, SEBI Bhavan, Plot
No. C4 -A, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.

15. In terms of Rule 6 of the said Adjudication Rules, copies of this order are sent to the
Noticee and also to Securities and Exchange Board of India.

Date: December 17, 2014

D. SURA REDDY

Place: Mumbai

GENERAL MANAGER &

ADJUDICATING OFFICER

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