sebi:EAD-2/DSR/RG/PU/565/2016
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Facts / Headnote
Charges not established; matter disposed of without penalty
Provisions invoked
- s. 15
- s. 2(30)
- s. 2(24)
Regulations
- Reg. 13
- Reg. 2
Parties
- Ms Chandana Ghosh
Holding
The Noticee, Ms Chandana Ghosh, Head-Human Resource & Competency Development, is not an 'officer' within the meaning of Section 2(30) of the Companies Act, 1956 read with Regulation 2(g) of the PIT Regulations, and therefore the charges of violating Regulation 13(4) read with Regulation 13(5) of the PIT Regulations do not stand established.
Full text
Page 2 of 17 submissions. Further, the AR requested for time to file additional submissions in the matter. Accordingly, the AR was advised to file the same on or before February 22, 2016. Vide letter dated February 23, 2016, the Noticee submitted additional reply in the matter.
Page 3 of 17 such person and his dependents (as defined by the company) from the last disclosure made under sub-regulation (2) or under this sub-regulation, and the change exceeds Rs. 5 lakh in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower. (5) The disclosure mentioned in sub-regulations (3), (4) and (4A) shall be made within two working days of: (a) the receipts of intimation of allotment of shares, or (b) the acquisition or sale of shares or voting rights, as the case may be.”
Page 4 of 17 7. In addition to her earlier submissions, vide letter dated May 12, 2014, the Noticee contended that, she is an employee in the Human Resources function of the Trade Marketing and Distribution vertical of the India Tobacco division of ITCL. The Noticee has quoted the definition of an 'Officer' as per Regulation 2 (g) of the PIT Regulations read with Section 2 (30) of the Companies Act, 1956, along with the definition of 'Manager' under Section 2(24) of the Companies Act, 1956, the definition of 'Secretary' as per Section 2 (45) of the Companies Act, 1956 and has contended that there is no possibility of her falling under any of the above mentioned definitions. Further, she submitted that ITCL is a multi- business conglomerate, with 11 divisions, spreading across Fast-Moving Consumer Goods (FMCG), paperboards and packaging, lifestyle retailing, hotels etc,. including the 'Indian Tobacco Division'. The Board of Directors at the apex, as trustee of the shareholders, carry the responsibility for the strategic supervision of the Company. The strategic management of the company rests with the Corporate Management Committee (CMC) comprising the whole time directors and members drawn from the senior management. The executive management of each division is vested with the Divisional Management Committee (DMC), headed by the Chief Executive Officer for the said division. The structure of the company has been set out in a flowchart and the relevant pages of the Annual Repo
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Source: SecMarx — sebi:EAD-2/DSR/RG/PU/565/2016. 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.