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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO. EAD-2/DSR/PU/201-202/2014]
________________________________________________________________
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD
OF INDIA ACT, 12 READ !ITH RU"E 5 OF SEBI #PROCEDURE
FOR HO"DING IN$UIR% AND I&POSING PENA"TIES B%
ADJUDICATING OFFICER' RU"ES, 15.
I( )*+,*-. /0
1. A1)*2 &3)4*.5(6 P)573.* "515.*8 [PAN - AAECA914:A]
2. B;<=3(*+; C/11*)-53> P)573.* "515.*8 [PAN - AABCB0?:4&]

I( .;* 13..*) /0
B @ A P3-4365(6 I(853 "515.*8
________________________________________________________________
1. Securities and Exchange Board of India (hereinafter referred to as
SEBI) conducted an examination into the alleged irregularities in
the shares of B & A Packaging India Limited (BAPIL) a com!an"
listed on the Bom#a" Stock Exchange (BSE)$

2. %!on examination it &as inter alia o#ser'ed that the Amrex
(arketing Pri'ate Limited (hereinafter referred to as )*oticee
*o$+)) &as holding +,-.-- shares (,$/01) as on (arch 0+ ,-+-$
Bhu#anesh 2ommercial Pri'ate Limited (hereinafter referred to
as )*oticee *o$,)) &hile acting in concert &ith *oticee *o$+ had
ac3uired ,/+--- shares i$e$ /$451 of the total !aid u! share
ca!ital of BAPIL on 6e#ruar" ,- ,-+, and failed to make the
re3uired disclosures to #oth the stock exchange as &ell as the
target com!an" in the s!ecified format under 7egulation ,8 (+)
read &ith 7egulation ,8 (0) of the SEBI (Su#stantial Ac3uisition of
Shares and 9akeo'ers) 7egulations ,-++ (herein after referred to
as the 9akeo'er 7egulations ,-++)$ :o&e'er it &as o#ser'ed
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that *oticee *o$, had &rongl" made the disclosures under
7egulation ; (+) of the SEBI (Su#stantial Ac3uisition of Shares
and 9akeo'ers) 7egulations +88; (hereinafter referred to as the
)9akeo'er 7egulations +88;))$
A,,/5(.1*(. /0 A8A<85-3.5(6 O005-*)
9. SEBI has therefore initiated Ad<udication !roceeding against the
*oticees and I ha'e #een a!!ointed as the Ad<udicating =fficer
'ide order dated (arch +, ,-+/ under Section +. I of the
Securities and Exchange Board of India Act +88, (hereinafter
referred to as )SEBI Act)) read &ith 7ule 0 of the SEBI (Procedure
for :olding In3uir" and Im!osing Penalties #" Ad<udicating
=fficer) 7ules +88. (hereinafter referred to as )said 7ules)) to
in3uire into and ad<udge under Section +.A(#) of the SEBI Act
the alleged 'iolation of the !ro'isions of la& #" the *oticees$

S;/B C3<+* N/.5-*, R*,>C 3(8 P*)+/(3> H*3)5(6
4. Se!arate sho& cause notices dated (a" ,, ,-+/ (hereinafter
referred to as )S2*)) &ere issued to the *oticees under 7ule /(+)
of the said 7ules to sho& cause as to &h" an in3uir" should not
#e held and !enalt" should not #e im!osed on them under
Section +.A (#) of the SEBI Act for the alleged 'iolation of the
!ro'isions of la&$

5. Shri Ar'ind Parasramka had su#mitted a common re!l" to the
S2*s 'ide his letter dated >une -5 ,-+/ on #ehalf of the *oticees$
9hereafter in order to conduct in3uir" an o!!ortunit" of
!ersonal hearing &as granted to the *oticees on >ul" -/ ,-+/$
2ommon additional su#missions &ere filed on #ehalf of the
*oticees 'ide letter dated >une ,5 ,-+/$ (r$ Ar'ind Parasramka
?irector of the *oticees a!!eared on the scheduled date and
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reiterated the &ritten su#missions alread" made in their said
re!lies$


C/(+58*)3.5/( /0 I++<*+, E758*(-* 3(8 F5(85(6+
?. I ha'e carefull" !erused the charges le'eled against the *oticees
as mentioned in the S2*s &ritten su#missions made #" them
and all the documents a'aila#le on record$ In the instant matter
the follo&ing issues arise for consideration and determination@

3. !;*.;*) .;* N/.5-**+ ;37* 75/>3.*8 .;* ,)/75+5/(+ /0
R*6<>3.5/( 2 #1' /0 .;* T34*/7*) R*6<>3.5/(+, 2011D
=. !;*.;*) .;* N/.5-**+ 3)* >53=>* 0/) 1/(*.3)C ,*(3>.C
,)*+-)5=*8 <(8*) S*-.5/( 15 A #=' /0 .;* SEBI A-. 0/) .;*
30/)*+358 75/>3.5/(D
-. I0 +/, B;3. +;/<>8 =* .;* E<3(.<1 /0 1/(*.3)C ,*(3>.CD

F. Before !roceeding further I &ould like to refer to the rele'ant
!ro'isions of the 9akeo'er 7egulations ,-++ &hich read as
under@

"29.(1) Any acquirer who acquires shares or voting rights in a target
company which taken together with shares or voting rights, if any,
held by him and by persons acting in concert with him in such target
company, aggregating to five per cent or more of the shares of such
target company, shall disclose their aggregate shareholding and
voting rights in such target company in such form as may be
specified.
......

(3) The disclosures required under sub-regulation (! and sub-
regulation ("! shall be made within two working days of the receipt of
intimation of allotment of shares, or the acquisition of shares or voting
rights in the target company to,#

(a! every stock e$change where the shares of the target company
are listed% and
(b! the target company at its registered office."

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:. It has #een alleged in the S2* that *oticee *o$ , in concert &ith
*oticee *o$+ had ac3uired ,/+--- (/$451) shares of the total !aid
u! ca!ital of BAPIL on 6e#ruar" ,- ,-+, in addition to the +,-.--
shares (,$/01) alread" held #" *oticee *o$+ and had failed to make
the re3uired disclosures in the format !rescri#ed under 7egulation
,8 (+) read &ith 7egulation ,8 (0) of the 9akeo'er 7egulations ,-++
as &ell as not mentioning that *oticee *o$+ had acted in concert &ith
it &hile ac3uiring the said shares$

. Shri Ar'ind Parasramka 'ide re!l" dated >une -5 ,-+/ su#mitted
that the *oticees are small com!anies &here he and his &ife are the
directors$ 6urther it &as su#mitted that the defaultsAdefects stated
in the S2*s ma" ha'e occurred on account of ignorance of !ro!er
format or !rocedure #ut to the #est of their kno&ledge com!liances
&ere met$

10. 6urther Shri Ar'ind Parasramka filed common additional
su#missions 'ide his letter dated >une ,5 ,-+/ &herein it &as
su#mitted that the necessar" disclosures &ere made &ithin the
!rescri#ed time #ut the same &as defecti'e to the extent of #eing in
the old format$ Part )B) of the !resent format &as not a !art of the
form at the time of the disclosure$ 9he *oticees also contended that
the said defect in disclosure neither resulted in an" undue #enefit to
them nor caused an" loss to an" of the !romotersAin'estors$ 9he
shares of BAPIL &ere sus!ended #" the BSE "ears ago and recentl"
the com!an" recei'ed re'ocation of sus!ension$ :o&e'er no shares
of BAPIL ha'e #een traded on the exchange exce!t +-- shares on the
da" of the listing$ A !etition has #een filed #" BAPIL #efore the
2om!an" La& Board (2LB)B Colkata regarding the ac3uisition of
shares and re3uirements including SEBI 9akeo'er 7egulations #"
the *oticees and the same is !ending &ith 2LB$
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11. It is o#ser'ed that the *oticees are small com!anies &here Shri
Ar'ind Parasramka and his &ife are currentl" common directors
in the *oticee 2om!anies$ I also o#ser'e that BAPIL has filed a
!etition #efore the 2LB against the *oticees as regards the
ac3uisition of shares #" them and their failure to make the
re3uisite disclosures under the 9akeo'er 7egulations ,-++ &ithin
the !rescri#ed format &hich is currentl" !ending$

12. 6urthermore it is o#ser'ed that *oticee *o$+ had ac3uired
+,-.-- (,$/01) shares of the !aid u! ca!ital of BAPIL on (arch
0+ ,-+- and as the ac3uisition of shares &ere less than .1
disclosures in this regard &ere not re3uired to #e made$
9hereafter *oticee *o$, &hile acting in concert &ith *oticee
*o$+ ac3uired ,/+--- (/$451) shares of the total !aid u! ca!ital
of BAPIL on 6e#ruar" ,- ,-+,$ I note that the disclosure for this
ac3uisition &as made #" *oticee *o$ , to #oth BAPIL and BSE on
6e#ruar" ,- ,-+, ho&e'er the disclosure &as made under
7egulation ; (+) of the 9akeo'er 7egulations +88; instead of
7egulation ,8 (+) of the 9akeo'er 7egulations ,-++$
Su#se3uentl" *oticee *o$+ had ac3uired +,/-- (-$,/1) shares of
BAPIL on *o'em#er -, ,-+, &hich resulted in increasing its
shareholding in BAPIL to ;$.01 and disclosures in this regard
&ere made under 7egulation ,8 (+) of the 9akeo'er 7egulations
,-++ to #oth the com!an" and the stock exchange 'ide letters
dated *o'em#er -, ,-+,$

19. I note that as regards the ac3uisition of shares made #" the *oticees
on 6e#ruar" ,- ,-+, disclosures had to #e made under 7egulation
,8 (+) of the 9akeo'er 7egulations ,-++ in the !rescri#ed format$
9he disclosures made #" the *oticees under 7egulation ; (+) of the
9akeo'er 7egulations +88; do not a#sol'e them of their dut" of
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making the disclosures under 7egulation ,8 (+) of the 9akeo'er
7egulations ,-++$ 6urther the *oticee *o$ , has also failed to state
that the ac3uisition &as made in concert &ith *oticee *o$+$
9herefore I do not find merit in the su#missions made #" the
*oticees in this regard$

14. 9he *oticees ha'e neglected their dut" of making the disclosures
under 7egulation ,8 (+) read &ith 7egulation ,8 (0) of the 9akeo'er
7egulations ,-++ there#" demonstrating the casual and
un#ecoming attitude on the !art of the *oticees in fulfilling statutor"
o#ligations$

15. In 'ie& of the a#o'e and #ased on the documents a'aila#le on
record I find that admittedl" the *oticees did not com!l" &ith the
!ro'isions of 7egulation ,8 (+) read &ith 7egulation ,8 (0) of the
9akeo'er 7egulations ,-++ to the extent that the re3uired disclosures
&ere not made in the !rescri#ed format for &hich the" are lia#le for
monetar" !enalt" under Section +. A (#) of the SEBI Act &hich
reads as under@

15A. Penalty for failure to furnish information, return, etc. - &f any
person, who is required under this Act or any rules or regulations made
thereunder,-
'..
(b! to file any return or furnish any information, books or other documents
within the time specified therefor in the regulations, fails to file return or
furnish the same within the time specified therefor 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%

1?. In A!!eal *o$ 55 of ,--0 B (ilan (ahendra )ecurities *vt. +td. ,s )-.&
the :on#le SA9 has o#ser'ed that /the purpose of these disclosures is
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to bring about transparency in the transactions and assist the 0egulator to
effectively monitor the transactions in the market.1

1F. At this instant it is im!ortant to 3uote the o#ser'ations of the
:on#le Su!reme 2ourt of India in the matter of SEBI '$ Shri 7am
(utual 6und D,--5E 54 S2L ,+5(S2) &herein inter alia, it &as 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. 2nce the
contravention is established then the penalty is to follow.1

1:. Fhile im!osing monetar" !enalt" it is im!ortant to consider the
factors sti!ulated in section +.> of SEBI Act &hich reads as under@

15J - Factors to e ta!en into account y the a"#u"icatin$ officer%
3hile ad4udging quantum of penalty under section 5-&, the ad4udicating
officer shall have due regard to the following factors, namely6-
(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.1

1. I o#ser'e that from the material a'aila#le on record an" 3uantifia#le
gain or unfair ad'antage accrued to the *oticees or the extent of loss
suffered #" the in'estors as a result of the defaults cannot #e
com!uted$ 6urther I o#ser'e that the 'iolation is not re!etiti'e in
nature$

ORDER
20. In 'ie& of the a#o'e after considering all the facts and circumstances
of the case and exercising the !o&ers conferred u!on me under
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section +.BI (,) of the SEBI Act read &ith 7ule . of the said 7ules I
here#" im!ose the follo&ing monetar" !enalties on the *oticees@
S). N/. N31* /0 .;* N/.5-** P*(3> ,)/75+5/(
<(8*) .;* SEBI A-.
P*(3>.C A1/<(.
#5( `) `) `) `)
+$ Amrex (arketing
Pri'ate Limited
+.A(#) ,-----AB to #e
!aid <ointl"
and se'erall"
(7u!ees 9&o
Lakh =nl")
,$ Bhu#anesh
2ommercial P't$ Ltd
+.A(#)

21. In m" 'ie& the !enalties im!osed on the *oticees are
commensurate &ith the defaults committed #" them$

22. 9he a#o'e !enalt" amount shall #e !aid #" the *oticees through a
dul" crossed demand draft dra&n in fa'our of GSEBI H Penalties
7emitta#le to Io'ernment of IndiaJ and !a"a#le at (um#ai &ithin
/. da"s of recei!t of this order$ 9he said demand draft shall #e
for&arded to 9he ?i'ision 2hief 2or!orate 6inance ?e!artment B
?27 Securities and Exchange Board of India Plot *o$ 2/BA I
Block Bandra Curla 2om!lex Bandra (E) (um#ai H /-- -.+$

29. In terms of the 7ule 5 of the said 7ules co!ies of this order are sent
to the *oticees and also to Securities and Exchange Board of India$



D3.*G A<6<+. 2F, 2014 D. SURA REDD%
P>3-*G &<1=35 ADJUDICATING OFFICER
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