whether the accused acted deliberately in defiance of law or in complete disregard of his obligations or is guilty of any contumacious conduct. The measure of penalty would depend on these aspects, none of which is unfortunately considered in the impugned order. No doubt this Court in the case of Securities and Exchange Board of India vs. Cabot International Capital Corporation2 has held that for breach of obligations such as Regulations 3, 3(1) and 3(4) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, which is really civil in nature, mens rea is not essential and penalty may well be imposed without any finding as to mens rea . So also, even the Supreme Court in the case of SEBI through its Chairman vs. Roofit Industries Ltd.3 upheld minimum levy of penalty provided for in Section 15A (as amended) of SEBI Act for non-furnishing of any document, return or report to the Board as required by the SEBI Act or any rules or regulations made thereunder. What is important, however, to note is that the relevant provisions of the Companies Act under which the Appellants were to be prosecuted do provide for criminal liability, though the offences are said to be compoundable. These fines can only be as a result of proceedings which are in the nature of quasi-criminal proceedings. Maximum penalty provided for these crimes cannot be ordered by way of componding of such offences.
