sebi:EAD-5/SVKM/AO/58-62/2017-18

SEBI · SEBI · 2017-05-10 · 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 10,00,000 imposed jointly and severally for violation of Regulation 7(1A) read with Regulation 7(2) of SAST Regulations, 1997

Provisions invoked

• s. 15A
• s. 15
• s. 15I

Regulations

• Reg. 7
• Reg. 11
• Reg. 2
• Reg. 7(2)

Parties

• Smt. Shilpa Amit Kotia
• Shri Dhaval Ramesh Kotia
• Smt. Shwetha Dhaval Kotia
• Smt. Seema Rajiv Kotia
• Shri Ravi Rajiv Kotia

Holding

The noticees, as deemed persons acting in concert holding more than 15% in Sungold Capital Limited, violated Regulation 7(1A) read with Regulation 7(2) of the SAST Regulations, 1997 by failing to disclose change exceeding 2% during April to June 2009, and are liable to a penalty of Rs 10,00,000 jointly and severally under Section 15A(b) of the SEBI Act, 1992.

Full text

Adjudication Order in the matter of Sungold Capital Limited Page 2 of 11 Sungold Capital Limited. It was alleged that the noticees being deemed to be PACs, had failed to make timely disclosures pertaining to change in their shareholding more than 2% of share Capital of Sungold Capital Limited during the period April to June 2009 to the Company as well to the Stock Exchanges under Regulation 7 (1A) read with Regulation 7 (2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘SAST Regulations’)

Adjudication Order in the matter of Sungold Capital Limited Page 3 of 11  As regards allegations against the Noticees for the violations under Regulation 7 (1A) of SEBI (SAST) Regulations, 1997 that they failed to inform the stock exchange about the change in their shareholding from 22.39% as on March 2008 to 13.42 % as on September 2009, it was submitted that the sale was necessitated for the family financial requirements. They could not inform stock exchange due to ignorance and as they were preoccupied with financial problems.

Adjudication Order in the matter of Sungold Capital Limited Page 4 of 11 Regulation 7 (1A) & (2) of SEBI (SAST) Regulations, 1997 Regulation 7 (1A):- Any acquirer who has acquired shares or voting rights of a company under sub-regulation (1) of regulation 11, or under second proviso to sub-regulation (2) of regulation 11 shall disclose purchase or sale aggregating two per cent or more of the share capital of the target company to the target company, and the stock exchanges where shares of the target company are listed within two days of such purchase or sale along with the aggregate shareholding after such acquisition or sale. Regulation 7 (2):- The disclosures mentioned in sub-regulations (1) 3[and (1A)] shall be made within two days] of,— (a) the receipt of intimation of allotment of shares; or (b) the acquisition of shares or voting rights, as the case may be.

Source: SecMarx — sebi:EAD-5/SVKM/AO/58-62/2017-18. 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.