sebi:EAD-5/SVKM/AO/21/2017-18

SEBI · SEBI · 2016-08-12 · S. V. Krishnamohan, Chief General Manager & Adjudicating Officer

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Penalty of Rs 4,00,000 imposed for violation of Regulation 8(3); allegation under Regulation 31(1) dropped

Provisions invoked

• s. 15A
• s. 15
• s. 15I
• s. 15J

Regulations

• Reg. 8(3)
• Reg. 30(3)
• Reg. 30(1)
• Reg. 31(1)
• Reg. 8(1)
• Reg. 35

Parties

• Jayavant Industries Limited (now known as PC Products India Limited)

Holding

The Noticee violated Regulation 8(3) of SAST Regulations, 1997 read with Regulation 35 of SAST Regulations, 2011 for the years 2004 to 2011 by making disclosures with huge delay. The Noticee was held liable and penalized Rs 4,00,000 under Section 15A(b), while the allegation under Regulation 31(1) of SAST Regulations, 2011 was held not applicable.

Full text

Adjudication Order in the matter of Jayavant Industries Limited Page 2 of 13 (BgSE) and Madras Stock Exchange (MSE) where its shares were listed.

Adjudication Order in the matter of Jayavant Industries Limited Page 3 of 13 Noticee was given opportunity of personal hearing on October 19, 2016 which was attended by Shri Sanjay Israni, Advocate, on behalf of the Noticee. During the course of hearing, Learned Counsel submitted a copy of the Noticee’s reply dated October 18, 2016 in response to SCN and reiterated the same. Considering that more than three months had lapsed since the conclusion of the hearing, Noticee was given opportunity of making additional written submissions, if any, vide letter dated April 20, 2017. No additional submissions though were made by the Noticee.

Adjudication Order in the matter of Jayavant Industries Limited Page 4 of 13  The Stock Exchanges on which the equity shares of the Target Company are listed and where the Target Company was required to give continual disclosures, were non-functional and, therefore, failure to make disclosure under Regulation 8(3) of Takeover Regulations, 1997 was inconsequential.  There was no trading in the shares on the Stock Exchanges where the equity shares of the Target Company were listed and hence imposition of penalty for not making disclosure under Regulation 8(3) of Takeover Regulations, 1997 read with Regulation 35 of Takeover Regulations, 2011 will be unjustified.  There was no change in the shareholding of promoters during 2004 to 2011 and there was no mala fide intention to conceal any information to gain any economic benefit or cause any prejudice to the investors or shareholders of the Target Company.  In so far as violation of Regulation 31(1) of Takeover Regulations, 2011 is concerned, which relates to disclosures in relation to encumbered shares, it was submitted that the same has no application to the company and therefore there can be no

Source: SecMarx — sebi:EAD-5/SVKM/AO/21/2017-18. 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.