sebi:ASK/AO/80-82/2014-15

SEBI · SEBI · 2013-04-15 · A. Sunil Kumar, Adjudicating Officer

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

Facts / Headnote

Penalty imposed on all three Noticees for failure to make continual disclosures under SAST Regulations

Provisions invoked

• s. 15A
• s. 15I
• s. 15J
• s. 15

Regulations

• Reg. 6
• Reg. 199
• Reg. 8(2)
• Reg. 30(3)
• Reg. 30(2)
• Reg. 201
• Reg. 8(1)
• Reg. 35
• Reg. 8(4)

Parties

• M/s Shivmani & Company Pvt. Ltd.
• Mr. C. V. Kaleeswaran
• Mr. K. Vijay Anandh

Holding

Noticee no. 1 (Shivmani & Company Pvt. Ltd.) violated regulations 8(1) and 8(2) of SAST Regulations, 1997 read with regulation 35 of SAST Regulations, 2011 for years 2006 to 2011 and regulation 30(2) read with 30(3) of SAST Regulations, 2011 for year 2012; Noticees 2 and 3 violated regulation 8(2) of SAST Regulations, 1997 read with regulation 35 of SAST Regulations, 2011 for years 2004 to 2011 and regulation 30(2) read with 30(3) of SAST Regulations, 2011 for year 2012. Penalties of ₹7,00,000 on Noticee 1 and ₹3,00,000 each on Noticees 2 and 3 were imposed under section 15A(b) of the SEBI Act.

Full text

Adjudication Order in the matter of Southern Fuel Limited August 28, 2014 Page 2 of 15 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) examined the letter of offer dated April 15, 2013, filed pursuant to the afore- mentioned public announcement and alleged that M/s Shivmani & Company Pvt. Ltd., Mr. C. V. Kaleeswaran and Mr. K. Vijay Anandh (hereinafter collectively referred to as "Noticees" and individually as Noticee no. 1, Noticee no. 2 and Noticee no. 3 respectively) had violated the provisions of regulations 8(1) and 8(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “SAST Regulations, 1997”) during the years 1998 to 2011 and regulation 30(2) read with regulation 30(3) of SAST Regulations, 2011 for the year 2012.

Adjudication Order in the matter of Southern Fuel Limited August 28, 2014 Page 3 of 15 as to why an inquiry should not be initiated and penalty be not imposed under section 15A(b) of the SEBI Act for the alleged violations specified in the SCN. It was alleged in the SCN that Noticees have violated the provisions of regulations 8(1) and 8(2) of SAST Regulations, 1997 read with regulation 35 of SAST Regulations, 2011 during the years 1998 to 2011 and regulation 30(2) read with regulation 30(3) of SAST Regulations, 2011 for the year 2012. The copies of the documents relied upon in the SCN were provided to the Noticees along with the SCN.

Adjudication Order in the matter of Southern Fuel Limited August 28, 2014 Page 4 of 15 provided in draft letter of offer about non-compliance of these provisions by the acquirer/merchant banker was done without due verification and intimation to them. Noticees further informed that that they have all those documents pertaining to the filing but they have recently shifted their office and have misplaced the documents and requested for grant of 60 days time to enable them to trace and submit the documents. Vide hearing notices dated May 13, 2014 request of noticees was partially granted and they were given another opportunity of hearing on June 04, 2014 and the time to submit their reply by June 04, 2014.

Source: SecMarx — sebi:ASK/AO/80-82/2014-15. 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.