Adjudication Order in respect of M/s. Count N Denier Ltd. in the matter of M/s Count N Denier Ltd

8/11/2019 Adjudication Order in respect of M/s. Count N Denier Ltd. in the matter of M/s Count N Denier Ltd

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_________________________________________________________________________________________Adjudication order in the matter of M/s Count N Denier (India) Ltd Page 2 of 4

Regulations/ Sub regulation

(Takeover Regulations, 1997)

Due date for compliance

Actual date of compliance

Delay in compliance

(in no. of days)

8(3) 30/04/2002 30/08/2011 3,409

8(3) 30/04/2003 10/08/2011 2,963 8(3) 30/04/2004 10/08/2011 2,597 8(3) 30/04/2005 10/08/2011 2,232 8(3) 30/04/2006 10/08/2011 1,867 8(3) 30/04/2007 10/08/2011 1,502 8(3) 30/04/2008 10/08/2011 1,136 8(3) 30/04/2009 10/08/2011 771 8(3) 30/04/2010 10/08/2011 406 8(3) 30/04/2011 10/08/2011 41

APPOINTMENT OF ADJUDICATING OFFICER

3. The undersigned was appointed as Adjudicating Officer vide order dated November 26,

2013 under Section 15 I of SEBI Act read with Regulations 44 and 45 of Takeover

Regulations and rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by

Adjudicating Officer) Rules, 1995 (hereinafter referred to as Rules ) to inquire into and

adjudge under Section 15A (b) of the SEBI Act, the alleged violations of Takeover

Regulations.

SHOW CAUSE NOTICE, HEARING AND REPLY

4. A Show Cause Notice No. EAD6/AK/VG/2849/2014 dated January 24, 2014 (hereinafter

referred to as 'SCN') was issued to the Noticee under rule 4 of the Rules to show cause

as to why an inquiry should not be held and penalty be not imposed under Section

15A(b) of SEBI Act for the alleged violation specified in the said SCN. The SCN was

delivered and acknowledged by the Noticee. Since no reply was received, a reminder

was sent to the company vide email dated April 03, 2014. Thereafter, the Noticee vide

email dated April 07, 2014, inter alia submitted they had filed a consent application for

the charges leveled in the SCN against the company, which were already covered by a

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previous SCN dated December 03, 2013. I note that a consent Order has been passed in

the above stated matter on September 12, 2014.

5. On perusal of the consent order dated September 12, 2014, it is observed that the said

consent order is for settlement of non disclosure by the Noticees of Regulation 6(2),

6(4) & 8(3) of the Takeover Regulations, 1997, details of which are as given below:

Sl.no. Regulation/Sub Regulation

Due date of compliance

Actual date of compliance

Duration of non compliance (No. of

Days) 1 6(2) 20.05.1997 27.06.2011 5,1512 6(4) 20.05.1997 27.06.2011 5,1513 8(3) 30.04.1998 30.08.2011 4,8704 8(3) 30.04.1999 30.08.2011 4,5055 8(3) 30.04.2000 30.08.2011 4,1396 8(3) 30.04.2001 30.08.2011 3,7747 8(3) 30.04.2002 30.08.2011 3,4098 8(3) 30.04.2003 10.06.2011 2,9639 8(3) 30.04.2004 10.06.2011 2,597

10 8(3) 30.04.2005 10.06.2011 2,23211 8(3) 30.04.2006 10.06.2011 1,86712 8(3) 30.04.2007 10.06.2011 1,50213 8(3) 30.04.2008 10.06.2011 1,13614 8(3) 30.04.2009 10.06.2011 771 15 8(3) 30.04.2010 10.06.2011 406 16 8(3) 30.04.2011 10.06.2011 41

ORDER

6. After taking into consideration all the facts and circumstances of the case and reply of

the Noticee, I find that the matter cannot be proceeded with as the alleged transactions were already dealt with through the Consent Mechanism of SEBI and Consent Order

dated September 12, 2014 has already been passed against the Noticee. The settlement

charges arrived at Rs. 7,09,750/ (Rupees Seven Lakh, Nine Thousand, Seven Hundred

and Fifty only), was paid by the Noticee vide demand draft No. 008656 dated August 26,



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2014 drawn on ING Vysya Bank Ltd. towards the terms of consent in the matter. Thus,

the matter is disposed of as infructuous.

7. In terms of rule 6 of the Rules, copies of this order are sent to the Noticee and also to

the Securities and Exchange Board of India.

Date: September 24, 2014 Anita Kenkare

Place: Mumbai Adjudicating Officer


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Adjudication Order in respect of M/s. Count N Denier Ltd. in the matter of M/s Count N Denier Ltd