Judgment Search Results Home > Cases Phrase: companies act 1956 section 581za annual general meetings Court: sebi securities and exchange board of india or securities appellate tribunal sat Page 2 of about 192 results (0.309 seconds)

Sebi Vs. South East Marine Engineering and

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... (a) any relative of that person within the meaning of section 6 of the companies act, 1956 (1 of 1956); and from the above definition it is clear that in terms of regulation 2(1)(e)(i) persons acting in concert comprise persons who for a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over the target company pursuant to an agreement or understanding (formal or informal) directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the target company.further, the provisions of regulation 2(1)(e)(ii) being a deeming provision ..... regulation 22 which read as under:- regulation 16 " the public announcement referred to in regulation 10 or 11 or 12 shall contain the following particulars, namely :- statutory approvals, if any, required to be obtained for the purpose of acquiring the shares under the companies act, 1956 (i of 1956), the monopolies and restrictive trade practices act, 1969 (54 of 1969), the foreign exchange regulation act, 1973 (46 of 1973), and / or any other applicable laws. ..... french law requires that, in order to be characterised as de facto control, the power to effectively determine at the general meetings of shareholders the decisions made by the target result from a stable, sustained influence exerted over a certain period of ..... the fact of the said agreement has always been disclosed in the annual report in french published in france and in form 20 - f filed with the us securities .....

Sundaram Finance Ltd. Vs. Securities and Exchange Board of India

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2003)42SCL521SAT

..... terms of regulation 3(1)(c) is acquisition of shares in a preferential allotment, made by a company in pursuance of a resolution passed under section 81(1a) of the companies act, 1956, subject to fulfilment of the conditions stated thereunder. ..... held on the record date to be determined in consultation with the stock exchange.learned counsel submitted that before dispatching the letter of offer to its shareholders in respect of the said rights issue, the target company submitted a draft letter of offer in respect of the rights issue to the respondent in compliance with the sebi (disclosure and investor protection) guidelines, that in the said letter of offer it was disclosed ..... belief, based on the advice given to them by their lead manager/legal adviser that there was no need to file a report under regulation 3(4) as their existing holding in the target company's capital far exceeded the percentage of 15 per cent stipulated in the said regulation, that it was they on their own decided to make public offer to acquire shares from the minority shareholders in the ..... such failure.but, under clause (b) the penalty in the event of failure to file returns furnish any information, books or other documents within the time prescribed by regulation meets with a penalty up to five thousand rupees for every day during which such failure continues. ..... on 30-4-1998, when the lapse was noticed while preparing the annual disclosure report required to be filed with the respondent under the regulations .....

Luxottica Group Spa, Ray Ban Vs. Securities and Exchange Board of Indi ...

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2004)1CompLJ258SAT

..... . further under section 293(1)(a) of the companies act, 1956 such divestment required the approval of the shareholders of the target company in general meeting and as 56% of the total shares of the target company were held by third parties / the public passage of the resolution required their support that bausch & lomb south asia inc which held only 44% of the share capital of the target company could not guarantee ..... bausch & lomb south asia inc, in its general meeting on 21.7.2000 pursuant to section 293(1) of the companies act, 1956 ..... ownership," that (iii) it was not within the power of the seller (b & l south asia inc) to dispose off the non eyewear business/assets of the target company as under section 293(1)(a) of the companies act such transfer / disposal required a resolution of the shareholders in general meeting and b & l inc had only 44% of the shares and could not have got such resolution passed without the concurrence / support of the other 56% shareholders, ..... lomb group caused the target company to spin-off its indian business other than eye wear business which was sanction and approved by the shareholders of the target company in the annual general meeting held on ..... is also observed that in the annual report of the target company for the year 1998, it was stated inter alia, that "in terms of the agreement between the seller and acquirer, acquirer will consider purchasing seller's current shareholding in your company, provided requisite governmental .....

Toubro Infotech and Industries Vs. Securities and Exchange Board of In ...

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2005)3CompLJ305SAT

..... ), the court interpreted the provision in the english companies act, 1948, which was similar to section 67 of the companies act, 1956. ..... other matters incidental thereto and the manner in which such matters shall be disclosed by the companies under section 11a; (d) the conditions subject ..... (2) in particular, and without prejudice to the generality of the foregoing power, such regulations may provide for all or any of the following matters, namely :-- (a) the times and places of meetings of the board and the procedure to be followed at such meetings under sub-section (1) of section 7 including the quorum necessary for the transaction of business; (b) the term and other conditions of service of officers and employees of the board under sub-section (2) of section 9; (c) the matters relating to issue of capital, transfer of securities and ..... only on these two grounds at page 10 of the impugned order the sebi comes to the conclusion that the company by using agents for mobilizing funds from the general public and invited 'all and sundry' to invest in the debenture issue.19. .....

Samir C. Arora Vs. Securities and Exchange Board of India

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2005)59SCL96SAT

..... 'person is deemed to be connected person' has been defined in regulation 2(h) as follows: "(i) is a company under the same management or group, or any subsidiary company thereof within the meaning of sub-section (1b) of section 370, or sub-section (11) of section 372, of the companies act, 1956 (1 of 1956), or sub-clause (g) of section 2 of the monopolies and restrictive trade practices act, 1969 (54 of 1969) as the case may be: "(ii) is an intermediary as specified in section 12 of the act, investment company, trustee company, asset management company or an employee or director thereof or an official of a stock exchange or of clearing house or corporation; "(iii) is a merchant banker, share transfer agent, ..... from the contradiction inherent in the positions taken in the show cause notice in these two sub-paras, what is significant is that "integration related items" was very much on the agenda of the board meeting and that this agenda was very much in the public domain, having been statutorily filed with the stock exchanges.seen in this context, the reasons recorded about the appellant's nervousness arising from ..... as per regulation 2(k) of the said regulations, the unpublished price sensitive information must be such information which is of concern, directly or indirectly to the company and is not generally known or published by such company for general information and which relate to matters as in sub-clause (i) to (viii) under clause (k) of regulation 2 of the said regulations. .....

In Re: Alfavision Overseas

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... based on the findings of the investigation, a notice dated june 9, 2003 was issued by sebi to the company asking it to show cause as to why suitable directions be not issued under regulation 11 of the sebi (prohibition of fraudulent and unfair trade practices relating to securities market) regulations, 1995 read with section 11 & 11b of the sebi act, 1992 including a direction to debar it from accessing the capital market for a particular duration. ..... factual position as to this confusion has already been clarified by us in our earlier written submissions and once again we would like to submit that though mr.garg was appointed as chief executive and was expected to join the company, he never joined the company, acted as chief executive or signed any document as chief executive. ..... in the given facts and circumstances of the case, i am of the view that despite their agreeing during the personal hearing to provide appropriate information in their written submission to sebi for a review, the company failed to submit any new / material information, on the basis of which i could have taken a view other than what has already been taken by sebi earlier.29. ..... the name and signature of baliram yadav in the client registration form with gunjan securities matched with the signature put on the copy of annual report and letters sent by the company. mr. b.r. .....

Hitachi Home and Life Solutions Vs. Securities and Exchange Board of I ...

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

Reported in : (2006)65SCL339SAT

..... (a) any relative of that person within the meaning of section 6 of the companies act, 1956 (1 of 1956); and the word "acquirer" is defined in regulation 2(1)(b) which reads as follows: "acquirer" means any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights in the target company, or acquires or agrees to acquire control over the target company, either by himself or with any person acting in concert with the acquirer" 40. mr. ..... or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the target company or control over the target company, (2) without prejudice to the generality of this definition, the following persons will be deemed to be persons acting in concert with other persons in the same category, unless the contrary is established: (i) a company, its holding company, or subsidiary or such company or company under the same management either individually or together with each other; (ii) a company with any of its directors, or any person entrusted with the management ..... further, even during the meeting no specific facts were mentioned and only a general clarification was given. .....

Sebi Vs. Vb Impex Pvt. Ltd. and Its

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... any certificate with respect to compliance of obligations and requirements under securities laws (securities and exchange board of india act, 1992, the securities contracts (regulation) act, 1956, the depositories act, 1996 and the provisions of the companies act, 1956 which are administered by sebi under section 55a thereof, the rules, regulations, guidelines etc. ..... the contention that sebi could not invoke the provisions of section 11b is not tenable in as much as sebi has power under section 55a of the companies act, 1956 inter alia in case of public companies which intended to get their securities listed on any ..... charges that they were key parties to irregular preferential allotment and that the said transactions between preferential allottees and others to whom shares were supposedly sold through sanjay kumar did not meet requirement related to spot delivery contract as defined in scra, no detailed submissions were made but the allottees had merely denied the violation.1.19 replies received from shri sunil kishorepuria in ..... and circumstances and considering the replies of entities/persons, the issues to be decided are (a) whether the kolkata and delhi based allottees, shri sanjay kumar gupta and other entities mentioned above either individually or acting in concert with other people had facilitated kp entities in manipulating the market in the shares of padmini in violation of the provisions of regulations 3 and 6(a) of the futp regulations and (b) whether the transactions .....

Sebi Vs. Shri Mahesh Parikh, Shri ShalIn A.

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... sebi vide show cause notice dated may 24, 2002 called upon the company to show cause as to why appropriate action/proceedings should not be taken against them under section 11b and 27 of the securities and exchange board of india act, 1992 read with section 621 of the companies act, 1956 for violation of section 73 and 113 of the companies act, 1956. ..... he has quoted the following from the said annual report: shri mahesh b parikh, director of the company has resigned on 15th march 1996 due to pre-occupation.2.2.3 2.2.3 he also stated that he ceased to be a director of the company from the year 1996 and last 11 years he had not attended a single meeting of the company.2.2.4 2.2.4 he also disputed the issue of the show cause notice in the matter citing the order dated september 28, 2006 of the sat in disposing of appeal no. ..... mahesh parikh in his reply dated november 22, 2006 amongst other things stated as follows: 2.2.1 2.2.1 he was appointed as an additional director (professional & non - executive) of the company on august 31, 1993 and the said appointment was confirmed at the company's agm on december 21, 1993.2.2.2 2.2.2 he resigned as a director of the company on march 15, 1993 and the same was also confirmed by the company in its annual report for the year 1995-1996. ..... sebi, vide letter dated april 5, 2002 advised the company to meet officials of sebi for expeditious redressal of the complaints. ..... the company did not attend the meeting. .....

Sebi Vs. Abhipra Capital Ltd.

Court : SEBI Securities and Exchange Board of India or Securities Appellate Tribunal SAT

..... , pan -aabca 1702f (hereinafter referred to as 'acl'), is a company incorporated under the provisions of the companies act, 1956 and having its registered office at gf - 58 - 59, world trade centre, barakhamba lane, new delhi 110 ..... through unregistered sub-brokers / entities.4.4 in view of these findings, the contentions of the acl that they had no privity of contract with the complainants nor they had transacted through them are untenable, as tfpl was acting on behalf of the acl.here it may be noted that in terms of regulation 26 of the sebi (stock brokers & sub brokers regulations), 1992, (hereinafter referred to as 'stock brokers regulations') a broker shall not deal with unregistered ..... order dated may 10, 2006 observed that board while exercising its functions under the sebi act with a view to protect the interest of investors and also to protect the integrity of the market and without prejudice to the provisions of sub-sections (1), (2a) & (3) of section 11 and 11b can by an order, for reasons to be recorded in writing, take any of the measures referred to in sub-section (4) of section 11and those measures can be taken either pending investigations or enquiry or on completion of such investigation ..... at a meeting held with shri v d aggarwal on march 16, 2007, sebi officials were informed that he was planning to contact the complainants and settle the matter with respect to any unpaid dues by ..... charges of nse v-sat as charged by nse will be paid by the client annually. .....