BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
Date of Decision: 28.06.2019
Appeal No. 480 of 2018
Ms. Pooja Mahna
Flat No. 3, Plot No. 42,
Vandana Apartments,
I.P. Extension, Patparganj,
Delhi- 110 092
…Appellant
Versus
1. Securities and Exchange Board of India,
SEBI Bhavan, Plot No. C-4A, G-Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai – 400 051
2. BGIL Films & Technologies Limited (‘BFTL’)
B-66, Sector-60,
Noida- 201 301, (U.P.)
…Respondents
Ms. Pooja Mahna, Appellant in Person.
Mr. Karan Bhosale, Advocate with Mr. Shriniket Deshpande,
Advocate i/b Desai & Diwanji for Respondent No. 1
None for Respondent No. 2
CORAM: Justice Tarun Agarwala, Presiding Officer
Dr. C.K.G. Nair, Member
Justice M. T. Joshi, Judicial Member
Per: Justice Tarun Agarwala (Oral)
1.

We have heard the appellant in person and Shri Karan
Bhosale the learned counsel for the respondent. The appellant
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was a Compliance Officer in BGIL Films & Technologies Ltd.
(“the company” for convenience). The Adjudicating Officer
(“AO” for convenience) of Securities and Exchange Board of
India (“SEBI” for convenience) by the impugned order dated
October 26, 2018 has imposed a penalty of ` 50,000/- (Rupees
Fifty Thousand Only) for non-compliance of Regulation 12(2)
of the SEBI (Prohibition of Insider Trading) Regulations, 1992
(“PIT Regulations, 1992” for convenience) read with clause 2.1,
clause 3.2 and clause 7(ii) of Schedule II of the Code of
Corporate Disclosure Practices for PIT Regulations, 1992.

2.

It has come on record that the appellant had tendered the
resignation from the company on February 19, 2010 which was
duly accepted and that she was serving the notice period and
eventually ceased to be in service w.e.f. March 02, 2010. It has
also come on record that the appellant was not involved in the
Board Meeting held on February 23, 2010.

Inspite of this
admitted position and inspite the AO observing that a benefit of
doubt should be given to the appellant, still imposed a penalty
of ` 50,000/- (Rupees Fifty Thousand Only).

3.

Having heard the appellant in person and the learned
counsel for the opposite party, we are of the opinion that when
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there was ample evidence on record to show that the appellant
was not involved as a Compliance Officer in the Board Meeting
which was held on February 23, 2010 and was only serving the
notice period pursuant to her resignation, the question of
imposition of penalty for non-compliance of the Regulation
does not arise. The imposition is wholly unjustified and cannot
be sustained especially when it has also come on record that the
Chairman of the company had confirmed that the appellant was
not involved in the Board Meeting which was held on February
23, 2010. In the light of the aforesaid, the impugned order
cannot be sustained and is quashed.

4.

A prayer was made by the appellant that she had to incur
heavy expenses in pursuing this appeal and therefore she is
entitled for payment of cost. In this regard, the appellant has
placed a statement of expenditure which is enclosed in Misc.
Application No. 311 of 2019 indicating that she has spent a sum
of ` 96,710 (Rupees Ninety Six Thousand Seven Hundreds Ten
Only) towards fee and expenses. The prayer for costs has been
opposed by the learned counsel for the respondent contending
that the AO in all fairness has imposed a small sum of penalty
and, therefore, no cost should be given to the appellant.

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5.

Considering the fact that the appellant had to undergo this
litigation and face harassment for almost 1 and a ½ years,
coupled with the fact that a substantial portion was spent
towards fee paid to an advocate for drafting the appeal, we think
it appropriate that the appellant is entitled to costs which we
compute at ` 50,000/- (Rupees Fifty Thousand Only). The said
cost of ` 50,000/- (Rupees Fifty Thousand Only) shall be paid
by the respondent by a Demand Draft to the appellant at her
address within four weeks from today.

6.

The appeal is accordingly allowed.

Sd/Justice Tarun Agarwala
Presiding Officer
Sd/Dr. C.K.G. Nair
Member
Sd/Justice M. T. Joshi
Judicial Member
28.06.2019
Prepared & Compared By: PK