sebi:MC/CB/2019-20/3772-3773

SEBI · SEBI · 2017-01-25 · Maninder Cheema, Adjudicating Officer

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Facts / Headnote

Penalty of ₹2,00,000 imposed upon Noticee 1 under Section 15A(b) of the SEBI Act for violations of PIT Regulations and SAST Regulations

Provisions invoked

• s. 15A
• s. 15I
• s. 15J

Regulations

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

Parties

• Noticee 1
• Noticee 2

Holding

The Noticees failed to make mandated disclosures under Regulation 13(1) and 13(3) read with 13(5) of the PIT Regulations and Regulation 29(1), 29(2) read with 29(3) of the SAST Regulations upon change in shareholding resulting from amalgamation, and a penalty of ₹2,00,000 was imposed upon Noticee 1 under Section 15A(b) of the SEBI Act.

Full text

Adjudication Order in the matter of Goldstone Infratech Limited Page 2 of 14 APPOINTMENT OF ADJUDICATING OFFICER 2. SEBI initiated adjudication proceedings and appointed Mr. Suresh Gupta, Chief General Manager as Adjudicating Officer under Section 15I of the Securities and 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 January 25, 2017 to inquire into and adjudge under Section 15A (b) of the SEBI Act against the Noticee the alleged aforesaid violations. 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 Goldstone Infratech Limited Page 3 of 14 disclosures relating to change in their shareholding in the Company were received from the Noticees. e) It was alleged that the aforesaid non-disclosure regarding change in their shareholding by the Noticees was in violation of Regulation 13(1), Regulation 13(3) read with 13(5) of the PIT Regulations and Regulation 29(1) read with 29(3) 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 :— (a) the receipt of intimation of allotment of shares; or (b) the acquisition of shares or voting rights, as the case may be. … (3) Any person who holds more than 5% shares for voting rights in any listed company shall disclose to the company 49[in Form C] the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below 5%, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds 2% of total shareholding or voting rights in the company. (5) The disclosure mention in sub-regulations (3), (4) and (4A) shall be

Adjudication Order in the matter of Goldstone Infratech Limited Page 4 of 14 more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified. (2) Any person, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five per cent, if there has been change in such holdings from the last disclosure made under sub-regulation (1) or under this subregulation; and such change exceeds two per cent of total shareholding or voting rights in the target company, in such form as may be specified. (3) The disclosures required under sub-regulation (1) and sub- regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to,— (a) every stock exchange where the shares of the target company are listed; and (b) the target company at its registered office.

Source: SecMarx — sebi:MC/CB/2019-20/3772-3773. 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.