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5. It transpires that SEBI raised certain issues to which the appellants duly replied clarifying the facts and background pertaining to the creeping acquisition limit of 5% under Regulation 11 of the SAST Regulations on March 30, 2007, October 12, 2007 and February 19, 2011. Apparently, the respondent were satisfied with the explanation. Further, no response was made by the respondent to the draft letter of offer.

6. On account of passage of time and on account of delay on the part of the respondent in finalizing the draft letter of offer, the appellants on March 29, 2012 withdrew the draft letter of offer and the withdrawal letter was duly filed with SEBI through the merchant banker on April 2, 2012.

12. On the same cause of action and on the same violation, the AO also issued a show cause notice dated June 18, 2018 to show cause why penalty under Section 15H(ii) should not be imposed for violation of the SAST Regulations.

13. The WTM after considering the matter passed the order dated November 15, 2019 directing the appellants to make a consolidated open offer for the alleged creeping acquisition that took place in the financial year 2006-07, 2007-08, 2010-11 and 2012-13. The WTM directed that the open offer should be made at the highest open offer price under Regulation 11(1) of the SAST Regulations. The WTM held that there was a creeping acquisition of more than 5% in the financial year 2006-07, 2007-08 and 2010-11 and that the target company was under obligation to complete the voluntary open offer as per the direction of the Hon‟ble Supreme Court.

14. The AO by an order dated March 16, 2020 also found that the creeping acquisition and non-compliance of the voluntary offer was in violation of the Regulation 11(1) of the SAST Regulations and accordingly imposed a penalty of Rs. 74.75 crores under Section 15H(ii) against 23 entities including the appellants.

15. For non-compliance of the WTM order dated November 15, 2019, the AO issued another show cause notice dated June 4, 2020 and imposed a penalty of Rs. 1 crore under Section 15HB of the SEBI Act.

(f) adjudication proceedings under section 15HB of the Act."

23. Admittedly, creeping acquisition was made in the financial year 2006-07, 2007-08 and 2010-11. The said acquisition was intimated to the stock exchange and, therefore, it was in the public domain. If there was a violation of Regulation 11, then the respondent should have acted upon it at the earliest opportune moment and the reason being is, that the open offer is required to be made within four days from the date of the trigger of the creeping acquisition.