sebi:ASK/AO/115/2014-15

SEBI · SEBI · 2011-04-29 · A. Sunil Kumar, Adjudicating Officer

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Facts / Headnote

Violation of Clause 32 of Listing Agreement read with Section 21 of SC(R) Act established; penalty of ₹5,00,000 imposed. Alleged violations of Clause IV(B), Clause IX(B)(10), Clause IX(B)(12)(a) of Part A of Schedule VIII read with Regulation 57(2)(a)(ii) and Regulation 57(1) of ICDR Regulations, 2009 not established.

Provisions invoked

• s. 15H
• s. 15I
• s. 15J
• s. 21
• s. 23J
• s. 23
• s. 23E
• s. 23I

Regulations

• Reg. 57
• Reg. 57(1)
• Reg. 57(2)(a)

Parties

• Splash Media and Infra Limited

Holding

The Noticee violated Clause 32 of the Listing Agreement read with Section 21 of the SC(R) Act, 1956 by intentionally booking ₹1.08 crore as revenue from infrastructure activity in a wrong manner to circumvent the 50% revenue condition for name change. The alleged violations of Clause IV(B), Clause IX(B)(10), Clause IX(B)(12)(a) of Part A of Schedule VIII read with Regulation 57(2)(a)(ii) and Regulation 57(1) of ICDR Regulations, 2009 were not established.

Full text

Adjudication order against SMIL in the matter of proposed Rights Issue of Splash Media and Infra Ltd. Page 2 of 14 failed to comply with Clause 32 of Listing Agreement read with Section 21 of the Securities Contract (Regulations) Act, 1956 {(hereinafter referred to as “SC(R) Act”)}, which required that at least 50% of the total revenue in the preceding one year period should have been accounted for by the new activity suggested by the new name.

Adjudication order against SMIL in the matter of proposed Rights Issue of Splash Media and Infra Ltd. Page 3 of 14 of MVAT returns dated April 29, 2011 filed by Noticee for the period of April 1, 2010 to September 30, 2010, the gross turnover was more than ` 30 crore for trades in tiles. Thus it was observed that Noticee had not disclosed the actual turnover in its books of account for the six month period of April-September 2010. Further, while Noticee had booked profits of ` 7.66 lakh by such trades in tiles and showed the same in the Statement of Profit and Loss Account, it did not show the turnover of the tiles traded by it in its Statement of Profit and Loss Account as stipulated by IX(B)(10) of Part A of Schedule VIII of ICDR Regulations, 2009. Therefore, it was alleged that Noticee has violated Clause IX(B)(10) of Part A of Schedule VIII read with Regulation 57(2)(a)(ii) of ICDR Regulations, 2009. APPOINTMENT OF ADJUDICATING OFFICER

Adjudication order against SMIL in the matter of proposed Rights Issue of Splash Media and Infra Ltd. Page 4 of 14 Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005 read with section 23I of SC(R) Act, 1956 for the violations specified in the SCN. The copies of the documents relied upon in the SCN were provided to the Noticee along with the SCN.

Source: SecMarx — sebi:ASK/AO/115/2014-15. 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.