A to Z Holdings Pvt. Ltd And Others vs Securities And Exchange Board Of India

M. T. Joshi, J

The original Appellants No.5 and 6 in the appeal have filed the present application for extension of time in complying with the order passed in the

aforesaid appeal on 29th January, 2020.

The present Applicants had acquired shares of SBEC Sugar Ltd. (hereinafter referred to as the ‘Target Company’) in the year 2014

whereby their shareholding increased from 54.46% to 63.86%. This resulted into triggering the provisions of the Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as ‘SAST Regulations’). Accordingly,

Respondent Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) had directed the present Applicants as well as the

other Appellants being Promoters to make an open offer in terms of the Regulations. Aggrieved by the said order the appeal was filed.

After hearing the parties, the Tribunal partly allowed the appeal in the following terms:

“15. In the result the following order:-

Appeal no.443 of 2018 is hereby allowed. The direction of the WTM to the appellant therein is hereby quashed and set aside. Appeal no.444 of 2018

is partly allowed. The direction of the WTM so far as Appellant nos.1, 2 to 4 are concerned is hereby set aside.

As regards the appellant nos.5 and 6 the direction of the WTM is modified. In terms of Regulation 32(1)(b) the Appellant nos.5 and 6 are directed

to sell the shares acquired in violation of the Regulation and to transfer the proceeds of the same to the Investor Protection Fund established under the

Securities and Exchange Board of India (Investor Protection and Education Fund) 2009 within a period of six months from the date of this order.â€​

By the present application the Applicants submit that due to Covid-19 pandemic they are not able to comply with the order. Their office in New

Delhi was closed for some period as New Delhi was a red zone. Now the office is open. They require to find a broker for selling the shares and

hence additional time is sought by the present Applicants.

Heard Mr. P. N. Modi, Senior Advocate assisted by Mr. Navpreet Singh Ahluwalia, Ms. Kalpana Desai and Mr. Adhish Sharma, Advocates for

the Applicants and Mr. Abhiraj Arora, Advocate assisted by Mr. Vivek Shah, Advocate for the Respondent.

Upon hearing both the sides, in our opinion, the application does not deserve to be allowed. It is to be noted that the order in the appeal was passed

on 29th January, 2020 while the Covid-19 pandemic was noted only at the fag end of March, 2020 and the regular work hampered due to lockdown

from April onwards. Still it is to be noted that the Stock Exchanges where the shares are to be put for sale were and are operating for all the times.

Therefore, there was no reason for the Applicants to withhold the selling of the shares. In the result, the following order.

For the reasons stated aforesaid, the application for extension of time is misconceived and is rejected.

The present matter was heard through video conference due to Covid-19 pandemic. At this stage it is not possible to sign a copy of this order nor a

certified copy of this order could be issued by the Registry. In these circumstances, this order will be digitally signed by the Presiding Officer on behalf

of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Parties will act on production of a digitally signed

copy sent by fax and/or email.