sebi:EAD/SR/SM/AO/21/2018-19

SEBI · SEBI · 2018-04-10 · Sangeeta Rathod, Adjudicating Officer

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Facts / Headnote

Penalty of Rs. 1,50,000 imposed under section 15HB of the SEBI Act, 1992

Provisions invoked

Regulations

Parties

Holding

Frontier Capital Limited violated regulation 95(1) of ICDR Regulations, 2009 and regulation 6(1) of LODR Regulations, 2015 and is liable to a monetary penalty of Rs. 1,50,000 under section 15HB of the SEBI Act, 1992.

Full text

Adjudication Order against Frontier Capital Limited Page 2 of 9 Rules, 1995) to inquire into and adjudge under section 15HB of the SEBI Act, 1992 for the alleged violation of the provisions of regulation 95(1) of ICDR Regulations, 2009 and regulation 6(1) of LODR Regulations, 2015.

Adjudication Order against Frontier Capital Limited Page 3 of 9 shares issued to the existing shareholders. After appointment of trustee, the company made a corporate action report to National Securities Depository Limited (NSDL) on February 24, 2017 and accordingly the confirmation letter received on March 08, 2017. The company filed the trading application on March 08, 2017 and accordingly BSE granted trading approval on March 27, 2017. In this regard, OD asked the Noticee for the period of non-availability of Compliance Officer and Company Secretary and accordingly, Noticee replied vide its e-mail dated November 10, 2017 that the period of non-availability of the Compliance officer and the Company Secretary was from June 17, 2016 to November 14, 2016.Hence, it is alleged that non-availability of Compliance Officer and the Company Secretary in the Company is in violation of regulation 6(1) of LODR Regulations, 2015.

Adjudication Order against Frontier Capital Limited Page 4 of 9 process of the Company. Furthermore, the period of unavailability of Company Secretary and Compliance Officer was from June 17, 2016 to November 14, 2016. Hence, this created a total chaos in the compliance part and proper handover of job to the new appointed Company Secretary. b) Unavailability of Compliance Officer and Company Secretary in the Company: The period of unavailability of Company Secretary and Compliance Officer is from June 17, 2016 to November 14, 2016. It is also informed that in this said mid-period of unavailability, Company had taken step to appoint Company secretary and Compliance Officer, but due to some indeterminate reason two candidates absconded from the Company before their appointment get fixed in the board meeting and also within a very short period of time. Hence this absconding resulted into total chaos in the compliance part and proper handover of job to the new appointed Company Secretary. c) Further, the Noticee submitted that the Company had only 25 non-promoter shareholders at the time of allotment and the allotment had been done only to non- promoter Shareholders. Currently, the company have only 26 non-promoter shareholders. There are hardly any trading of shares after the said allotment and none of the shareholders faced any problem due non-completion of timely bonus allotment.

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Source: SecMarx — sebi:EAD/SR/SM/AO/21/2018-19. 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.