sebi:AO/SBM/EAD-3/119-127/2018
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Facts / Headnote
Adjudication of alleged violations of SAST and PIT Regulations by nine Noticees for failure to make timely disclosures of share acquisitions in APML; violations held against Noticees 1, 2, 4, 5, 6, 7, 8, 9 and partially against Noticee 3 (only 5% crossing violation, not 2% change violation).
Provisions invoked
- s. 15A
- s. 15
- s. 19
- s. 15J
Regulations
- Reg. 13
- Reg. 13(1)
- Reg. 13(3)
- Reg. 2
- Reg. 7(1)
- Reg. 13(5)
- Reg. 29(2)
- Reg. 29(3)
- Reg. 29
- Reg. 29(1)
- Reg. 12(2)
Holding
The Noticees were held to have violated disclosure obligations under SAST Regulations and PIT Regulations by failing to disclose crossing of the 5% threshold and/or 2% change in shareholding in APML within two working days. For Noticee 3, the 2% change violation alleged in the SCN was not made out, and only the 5% crossing violation was upheld.
Full text
Page 2 of 35 Ltd. (hereinafter referred to as “Noticee 2/Zayat”), Panafic Industrials Ltd. (hereinafter referred to as “Noticee 3/Panafic”), Zarf Infra Development Pvt. Ltd. (hereinafter referred to as “Noticee 4/Zarf”), Alps Motor Finance Pvt. Ltd. (hereinafter referred to as “Noticee 5/Alps”), Surya Medi Tech Ltd. (hereinafter referred to as “Noticee 6/Surya”), Shridhar Financial Services Ltd. (hereinafter referred to as “Noticee 7/Shridhar”), Archit Hotels & Resorts Pvt. Ltd. (hereinafter referred to as “Noticee 8/Archit”), Unicon Fincap Pvt. Ltd. (hereinafter referred to as “Noticee 9/Unicon” ) and hereinafter also collectively referred to as (“the Noticees”) had failed to make timely disclosures pertaining to their acquisition/sale of shares of APML during the examination period. It was observed that the Noticees have failed to comply with the disclosure requirements prescribed under the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as 'SAST Regulations') and also SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as 'PIT Regulations').
Page 3 of 35 ‘Adjudication Rules’) to inquire into and adjudge under the provisions of Section 15A(b) of the SEBI Act for the alleged failure on the part of the Noticees to comply with the provisions of SAST Regulations and PIT Regulations. SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING:
Page 4 of 35 28.03.2012 62,000 0.95% 4,61,800 7.08% 30.03.2012 43,600 0.67% 5,05,400 7.75% Total 6,92,600 1,87,200 b) Thus, it can be seen from the above table that Noticee 1 had crossed 5% limit on March 21, 2012 when it had purchased 50,000 shares from the Market. This required Noticee 1 to make necessary disclosures to the Company and BSE in terms of Regulation 13(1) read with 13(5) of PIT Regulation and Regulation 29(1) read with 29(3) of SAST Regulation. Further, it can be seen from the above table that the shareholding of Noticee 1 increased by more than 2% as on March 28, 2012 Therefore, Noticee 1 had crossed the 2% limit as on March 28, 2012. This required disclosure to be made by Noticee 1 to the Company and BSE under Regulation 13(3) read with 13(5) of PIT Regulations and Regulation 29(2) read with 29(3) of SAST Regulations. It is, however, observed that there was no disclosure available in the records of the Company and BSE from Noticee 1. c) It is therefore alleged that Noticee 1, by its failure to make disclosure, has violated Regulation 13(1) and 13(3) read with 13(5) of PIT Regulation and Regulation 29(1) and 29(2) read with 29(3) of SAST Regulation. Zayat Construction Private Ltd. (Noticee 2) d) It is observed from the investigation of trades in the scrip of the Company that Zayat Construction Pvt. Ltd. (hereinafter referred to as 'Noticee 2') had entered into the following transactions in the scrip of the Company- Date No of shares purchased % of shares acqui
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Source: SecMarx — sebi:AO/SBM/EAD-3/119-127/2018. 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.