sebi:EAD-4/SRP/AE/AO/2018-19/18

SEBI · SEBI · 2016-03-10 · Satya Ranjan Prasad, Adjudicating Officer

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Facts / Headnote

Penalty imposed on the Noticee for violations of PIT Regulations and Listing Agreement provisions read with SCRA, 1956

Provisions invoked

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

Regulations

• Reg. 12(1)
• Reg. 13(4)
• Reg. 13(5)
• Reg. 12
• Reg. 12(2)
• Reg. 42
• Reg. 40(9)
• Reg. 33
• Reg. 34(1)

Parties

• Pankaj Kumar (PAN AAHPS2438K)

Holding

The Noticee, Pankaj Kumar, as Promoter, Chairman and non-independent director of Geodesic Ltd, violated Regulation 13(4) and 13(4A) of PIT Regulations, 1992 read with Regulation 12(2) of PIT Regulations, 2015 by making delayed disclosures of share transactions to stock exchanges, and violated Clause 15/16, 31, 41, 47(c) and 49 of the Listing Agreement read with Section 21 of SCRA, 1956. A penalty was imposed on the Noticee under Section 15I of the SEBI Act, 1992 read with Rule 5 of the SEBI Adjudication Rules.

Full text

Page 2 of 23 2011-12. The Noticee being Promoter and Chairman of the Company during the said period, was required to make disclosures under Regulation 13(4) and 13(4A) of PIT Regulations, 1992 to the Company and also to the stock exchanges, where the Company’s shares are listed, namely the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), with respect to his aforesaid transactions in the shares of the Company executed during the period from October 18, 2011 to October 21,

Page 3 of 23 were several instances in which the Company has made delayed disclosures or not made disclosures of the yearly and/or quarterly financial results to the stock exchanges. Further, that the Company has failed to submit the consolidated financial results for Quarter Ended (QE) June 2013, Year Ended June 2013, QE September 2013 and QE December 2013 to the stock exchanges, where its shares were listed. Accordingly, it was alleged that the Noticee being a non-independent director, has violated the provisions of Clause 41 of the Listing Agreement read with Section 21 of SCRA, 1956. It was further observed during SEBI’s investigations, from BSE’s e-mail dated March 10, 2016, that the company has failed to comply with Clause 15/16, Clause 31, Clause 41 and Clause 47(c) of the Listing Agreement read with Section 21 of SCRA, 1956. Accordingly, it has been alleged that the Noticee being a non- independent director in the Company has violated Clause 15/16, Clause 31, Clause 41 and Clause 47(c) of Listing Agreement read with Section 21 of SCRA, 1956. APPOINTMENT OF ADJUDICATING OFFICER

Page 4 of 23 7. The Noticee (through his authorized representative) submitted reply to the SCN vide letter dated September 28, 2018. The main submissions therein, are reproduced hereunder – i. We address you on behalf of and at the instructions of our clients, Mr. Pankaj Kumar and Mr. Kiran Kulkarni as under: - ii. Our clients refer to Show Cause Notice dated June 11, 2018 ("the said SCN") issued by you. Upon receipt of the said SCN, our clients vide their advocate's letter dated June 26, 2018 sought 4 weeks' time to file their reply as the documents required for preparing the detailed and comprehensive reply to the said SCN are in the custody of the Provisional Liquidator appointed by the Bombay High Court. iii. Thereafter, our clients were afforded an opportunity of personal hearing on July 31, 2018, however, on behalf of our clients, vide our letter dated July 30, 2018, we sought an adjournment of the personal hearing and also informed Your Honour that our clients were in the custody of the Enforcement Department and subsequently we appeared before Your Honour on September 04, 20 18 and once again submitted that the Noticee Nos. 1 and 3 were in the custody of Enforcement Department and likely to be released on bail. Copies of the Arrest Orders of our clients are annexed hereto and marked as Annexure-A. However , till date our clients are not enlarged on bail and due to the non - availability of the relevant documents which are in the custody of the Provisional Liquidator a

Source: SecMarx — sebi:EAD-4/SRP/AE/AO/2018-19/18. 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.