sebi:MC/CB/2018-19/1400-1401

SEBI · SEBI · 2016-08-02 · Maninder Cheema, Adjudicating Officer

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Facts / Headnote

Penalty of INR 1,00,000 each imposed on Noticee 1 and Noticee 2; PIT charges not established

Provisions invoked

• s. 15A
• s. 15I
• s. 15J

Regulations

• Reg. 13(1)
• Reg. 13(3)
• Reg. 29(1)
• Reg. 29
• Reg. 7(1)
• Reg. 29(2)

Parties

• Indianivesh Capitals Limited
• Indianivesh Financial Advisors Ltd.

Holding

Noticee 1 violated Regulation 29(1) read with 29(3) and Noticee 2 violated Regulation 29(2) read with 29(3) of the SAST Regulations by failing to disclose change in shareholding to BSE, while PIT Regulation 13(1) and 13(3) charges were not established; penalty of Rs.1,00,000 each was imposed under Section 15A(b) of the SEBI Act.

Full text

Adjudication Order in the matter of Ladderup Finance Limited Page 2 of 13 Exchange Board of India Act, 1992 (hereinafter be referred to as, the “SEBI Act”) read with Rule 3 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter be referred to as, the “Adjudication Rules”) vide order dated August 02, 2016 to inquire into and adjudge under Section 15A (b) of the SEBI Act against the Noticees for the alleged violation of aforesaid provisions of PIT Regulations and SAST Regulations. Subsequently, the undersigned was appointed as the Adjudicating Officer on April 26, 2018 which was communicated vide order dated May 23, 2018.

Adjudication Order in the matter of Ladderup Finance Limited Page 3 of 13 e) The BSE, vide e-mail dated April 27, 2017 confirmed that no disclosures were received from the Noticees with respect to the aforesaid change in shareholding in the Company under SAST Regulations during the Examination Period. f) The Company, vide e-mail dated March 21, 2017 confirmed that disclosures in terms of Regulation 13(1) and 13(3) read with 13(5) of the PIT Regulations by Noticee 1 and Noticee 2 respectively were received in relation to the aforesaid change in their shareholding. However, it was noticed on perusal of the disclosures that disclosures were made on March 24, 2014 whereas the alleged change in shareholding occurred on March 28, 2014. g) It was alleged that the aforesaid non-disclosure regarding increase in its shareholding by the Noticee 1 was in violation of Regulation 13(1) of the PIT Regulations and Regulation 29(1) read with 29(3) of the SAST Regulations and non-disclosure regarding reduction in its shareholding by the Noticee 2 was in violation of Regulation 13(3) of the PIT Regulations and Regulation 29(2) read with 29(3) of the SAST Regulations, text of which is mentioned as below: SEBI (Prohibition of Insider Trading) Regulations, 1992 13. (1) Any person who holds more than 5% shares or voting rights in any listed company shall disclose to the company in Form A, the number of shares or voting rights held by such person, on becoming such holder, within 2 working days of :—

Adjudication Order in the matter of Ladderup Finance Limited Page 4 of 13 (5) The disclosure mentioned in sub-regulations (3), (4) and (4A) shall be made within two working days of: (a) the receipts of intimation of allotment of shares, or (b) the acquisition or sale of shares or voting rights, as the case may be.

Source: SecMarx — sebi:MC/CB/2018-19/1400-1401. 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.