sebi:ORDER/AK/RK/2026-27/32437-32445
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Facts / Headnote
Allegations against Noticees 1 to 9 do not stand established; no penalty imposed
Provisions invoked
- s. 15
- s. 12A
- s. 12
- s. 15J
- s. 27(1)
- s. 133
- s. 177
- s. 27(2)
Regulations
- Reg. 4
- Reg. 3
- Reg. 4(1)
- Reg. 4(2)
- Reg. 3(c)
- Reg. 4(1)(a)
- Reg. 18(3)
- Reg. 17(8)
- Reg. 33(2)(a)
Parties
- Prime Focus Limited (Noticee 1)
- Mr. Naresh Malhotra (Noticee 2)
- Prime Focus World Creative Private Limited (Noticee 2)
- Monsoon Studio Private Limited (Noticee 3)
- Noticee 5 (CFO, Mr. Nishant Avinash Fadia)
- Noticees 6 to 9 (Independent Directors)
- Noticees 2 to 9
Holding
The Adjudicating Officer found that the allegations of violation of LODR Regulations, PFUTP Regulations, and SEBI Act provisions against Noticee 1 (Prime Focus Limited) and the derivative allegations against Noticees 2 to 9 do not stand established, and no penalty was imposed.
Full text
Adjudication Order in the matter of Prime Focus Limited Page 2 of 25 Standards, during FY 2019-20 to FY 2021-22 (hereinafter referred to as the “Investigation Period/ IP”).
Adjudication Order in the matter of Prime Focus Limited Page 3 of 25 1 to the SCN and copy of Investigation Report, vide email dated January 18, 2024 along with an opportunity to inspect all the relevant and relied upon documents in the matter on January 24, 2024. AR of the Noticees availed the opportunity of inspection of documents on the said date. Vide email dated January 29, 2024, AR of the Noticees again requested to be provided with some additional documents. The Noticees on February 09, 2024 filed Settlement application in terms of SEBI (Settlement Proceedings) Regulations, 2018. However, the said application was rejected, vide SEBI letter dated March 11, 2026.
Adjudication Order in the matter of Prime Focus Limited Page 4 of 25 A. PFL had executed a Business Transfer Agreement on October 7, 2019 with DCSL, an indirect subsidiary of PFL with controlling interest of 90.29% stake, for sale of its VFX business division on a slump sale basis to DCSL for a consideration of ₹273.43 Crore. B. The gain on sale of the VFX division aggregating to ₹200.27 Crore (net of tax of ₹60.83 crore) had been shown under exceptional items in FY 2019-20.
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Source: SecMarx — sebi:ORDER/AK/RK/2026-27/32437-32445. 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.