sebi:AK/AO-15/2014

SEBI · SEBI · 2013-08-08 · Anita Kenkare, Adjudicating Officer

Reviewed by Varun Matlani, Advocate — Securities Lawyer practicing in SAT and SEBI

Facts / Headnote

Penalty of Rs. 6,00,000 imposed under Section 15A(b) of SEBI Act, 1992 for violation of Regulation 8(3)

Provisions invoked

• s. 15A
• s. 15
• s. 15J

Regulations relied on

• SEBI (SAST) Regulations, 1997 — 8(3)

Parties

• Golden Goenka Fincorp Ltd.

Holding

The Noticee violated Regulation 8(3) of the Takeover Regulations for financial years 1997 to 2006 by failing to make yearly disclosures within stipulated time, and a monetary penalty of Rs. 6,00,000 under Section 15A(b) of the SEBI Act was imposed.

Full text

Adjudication Order in the matter of Golden Goenka Fincorp Ltd. Page 2 1997 (hereinafter referred to as ‘Takeover Regulations’) during the period from 1997 to 2006 within the stipulated time. Based on the aforesaid information with respect to the non-compliance of Takeover Regulations, Adjudication proceedings under Chapter VI-A of SEBI Act, 1992 (hereinafter referred to as “Act”) were initiated against the Noticee under Sec15A(b) of SEBI Act, 1992 to inquire into and adjudicate the alleged violation of the provision of 8(3) of the Takeover Regulations.

Adjudication Order in the matter of Golden Goenka Fincorp Ltd. Page 3 Sl.no. Regulation/Sub- Regulation Due date of compliance

Adjudication Order in the matter of Golden Goenka Fincorp Ltd. Page 4 materially changed or diluted and maintained till change in management of the company in October 2010. The reply further states that the promoters informed the Company about their holding in time, but, the company was a small company, and, the moment the management became aware of the non-compliance of 8(3) Regulation, suo motto it filed the disclosures with the stock exchange. The Noticee has submitted that under clause 35 of the listing agreement, the promoters holding during those quarters had, however, been filed in time, hence no public was at any disadvantageous position. The Noticee further submitted that even though the disclosures were delayed and filed in 2011, there were no complaints from any investor, regulator, stock exchange and no instances of any loss to any person even till date. The Noticee has stated that the shares were not traded on a regular basis, the promoters holding remained more or less the same during the period under review, there was no change in the management, the matter is more than seven years old and presently of no significance. Further, that the disclosure is procedural in nature and the content of disclosure under Regulation 8(3) of the Takeover Regulation was not for dissemination of information to the public, hence, the invocation of penalty provisions are not warranted.

Source: SecMarx — sebi:AK/AO-15/2014. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.