sebi:EAD-7/BJD/NJMR/81/2018-19

SEBI · SEBI · 2017-05-18 · B J Dilip, Adjudicating Officer

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Facts / Headnote

Adjudication proceedings disposed without penalty

Provisions invoked

• s. 21
• s. 23H
• s. 23J
• s. 23I

Parties

• Confidence Finance & Trading Ltd.

Holding

The Noticee violated Clause 35 of the Listing Agreement read with Section 21 of the SCRA by filing pre-stock-split shareholding for the quarter ended December 2013, but the adjudication proceedings were disposed without any monetary penalty under Section 23H of the SCRA.

Full text

Adjudication Order in the matter of Confidence Finance & Trading Ltd., Page 2 of 8 APPOINTMENT OF ADJUDICATING OFFICER 2. Pursuant to investigation, SEBI initiated Adjudication Proceedings against the Noticee and appointed the undersigned as the Adjudicating Officer vide Order dated May 18, 2017 under Section 23I of SCRA read with Rule 3 of Securities Contract (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005 (hereinafter referred to as “SCR Rules”) to inquire into and adjudge under Section 23H of SCRA for the alleged violation of the provisions of Clause 35 of Listing Agreement read with Section 21 of SCRA, by the Noticee.

Adjudication Order in the matter of Confidence Finance & Trading Ltd., Page 3 of 8 (a) That the record date is generally understood to be cut-off date in order to determine which shareholders are eligible for corporate action. The determination of a record date is required to ascertain who exactly a company’s shareholders are as on that date, since shareholders of an actively traded stock continually changing. The shareholders on record as on the record date will be entitled to receive the benefits of corporate action, if any. It is however, note that the record date has not been defined in the Listing Agreement, SCRA or Companies Act, 2013 which were in effect during the period. It may also be noted that the same was not even defined in the earlier Companies Act, 1956 or the present Listing Obligations and Disclosure Requirements, 2015.

Adjudication Order in the matter of Confidence Finance & Trading Ltd., Page 4 of 8 hence the stock split was effected on January 1, 2014. Thus, it is submitted that as on December 31, 2013, the split of the shares of the Company was not effected.

Source: SecMarx — sebi:EAD-7/BJD/NJMR/81/2018-19. 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.