SAT upholds SEBI order that penalized listed co. for failing to make annual disclosures under Reg. 8(3) under Takeover Code, 1997, holds that such disclosure obligation is a ‘continual’ obligation and not conditional obligation; Peruses Reg. 8(3), notes there are two occasions requiring disclosure by listed co. to stock exchange, which includes: (i) Annual disclosure to be made within 30 days of each FY ended on March 31 and, (ii) Disclosure to be made at each record date fixed for purposes of dividend; States “very fact that multiple disclosures are required to be made especially by dividend paying listed companies under Reg. 8(3), clearly shows that obligation to make disclosure under Reg. 8(3) is not dependent on yearly disclosures to be made by shareholders/promoters under Reg. 8(1) and 8(2) to co.”; SEBI peruses the content of the form for making such disclosures, holds that the co. is required to make annual disclosures to the stock exchanges by disclosing existing shareholding, even if there is no change in shareholding of persons/promoters referred to in Reg. 8(1) and 8(2); Interprets Reg. 8(3), notes the use of words ‘the changes, if any’ relating to annual disclosures by cos. to stock exchange and states “this obviously means that not merely shareholding as on last day of current FY but also difference between shareholding as on last day of previous FY and as on last day of current FY has to be disclosed to stock exchanges, so that investors are made aware about change in co. shareholding”:SAT
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