sebi:EAD-9/SM/3443/29/2019-20
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Facts / Headnote
Adjudication proceedings disposed without imposition of any monetary penalty
Provisions invoked
- s. 15A
- s. 15
- s. 15H
Regulations
- Reg. 4
- Reg. 13
- Reg. 12
- Reg. 29(2)
- Reg. 27(2)
- Reg. 27(5)
- Reg. 27
Parties
- M/s Mark Coporate Advisors Pvt Ltd
Holding
The allegation that the manager to the open offer violated Regulation 27(2) and Regulation 27(5) of the SAST Regulations, 2011 by providing incorrect pre-offer disclosures without due diligence was not established. The adjudication proceedings against M/s Mark Coporate Advisors Pvt Ltd were disposed without imposition of any monetary penalty.
Full text
In the matter of Palred Technologies Ltd Page 2 of 10 imposed under Section 15A(b) of SEBI Act, 1992 on Noticee for the alleged provisions of law. The SCN issued was duly received by the Noticee.
In the matter of Palred Technologies Ltd Page 3 of 10 5.2. Pre-offer Non-disclosure with respect to Regulations 13(4A) of PIT Regulations, 1992: Name of the Promoter Period of Acquisition/Sale Regulation applicable Compliance status
In the matter of Palred Technologies Ltd Page 4 of 10 Reply pursuant to SCN: 9. Vide letter dated August 31, 2018, Noticee made the following submission which are broadly stated: 9.1. As per instructions issued to merchant bankers and format for letter of offer available on SEBI’s website at page no. 10 para 4.2.4 of the said format it has bee stipulated that merchant banker has to confirm and disclose as to whether the applicable provisions of Chapter V of SAST Regulations and Chapter II of SAST Regulations, 1997 has been complied by the acquirer/PAC within time specified. In case there is delay it has to be mentioned in the letter of offer. 9.2. In compliance with the said clause we have exercised adequate due diligence and prepared the statement on the basis of data provided by the target company for the last 10 years. 9.3. The shareholding pattern filed by the target company was provided to us and confirmed with the compliance status of Chapter V of SAST Regulation. The promoter capital build up statement was sent to the target company and were requested to verify and confirm. The same was re-checked and confirmed by the target company, signed it across and sent us the statement in original. The same was submitted to SEBI along with letter of offer. 9.4. SEBI has issued instructions that merchant banker has to carry out the compliance with respect to Takeover Regulations only and no other compliance needs to be carried out. It was limited due diligence to the extent of op
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Source: SecMarx — sebi:EAD-9/SM/3443/29/2019-20. 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.