MADHUSUDAN KHEMKA Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) These Criminal Applications under Sec. 482 of the Criminal Procedure Code, 1973 (hereafter "the Code", for short) call into question the legality, propriety and correctness of the order dtd. 26/8/2019 passed by the learned SEBI Special Judge, City Civil & Sessions Court, Greater Bombay on an application below Exhibit 46 in SEBI Special Case No.183 of 2014 whereby the prayer of the applicant to discharge him from the prosecution came to be rejected. A prayer is also made for quashing the complaint, including an order of issuance of process and framing of charges against the applicant.

(2.) Background facts necessary for the determination of these applications can be stated as under: The accused offered the public to acquire 20% of the capital of M/s. Damania Airways Limited in terms of Clause 40 B of the listing agreement of the Stock Exchange, Mumbai and provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1994 (hereafter "1994 Regulations", for short). The offer was opened on 1/2/1996 and closed on 29/2/1996. Regulation 20(1) of the 1994 Regulations imposes a general obligation on the acquirers to publicly announce to acquire shares only when acquirers have every reason to believe they can implement the offer.

(3.) On 9/4/1996, a letter was dispatched to the complainant by M/s.LKP Merchant Financing Limited, the Managers to the offer, stating inter alia that the despatches are being carried out by registered post from the office of Registrar at Ahmedabad. Further, vide letter dtd. 29/4/1996, the Managers of the issue informed the complainant that out of 19,358 applicants, cheques to 10,193 applicants had been despatched. They indicated that the acquirers were aware of this delay in completing the despatch, which violated Regulation 20. Hence, they sought an explanation from the acquirers in this regard. On 22/5/1996, Managers stated that acquirers had indicated there would be further delay in despatching the cheques and requested the complainant to grant 45 days to complete the despatch.