sebi:ORDER/GR/AE/2019-20/4889
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Penalty imposed on the Noticee for failure to make disclosures under SAST Regulations, 2011 and PIT Regulations, 1992
Provisions invoked
- s. 15A
- s. 15
- s. 15I
- s. 15J
- s. 28A
Regulations
- Reg. 7(1)
- Reg. 6
- Reg. 13
- Reg. 13(1)
- Reg. 13(5)
- Reg. 29(2)
- Reg. 29(3)
- Reg. 29(1)
Parties
- The Concorde Residential Schools (Kerala) Private Limited
Holding
The Noticee violated Regulation 29(2) read with Regulation 29(3) of SAST Regulations, 2011 and Regulations 13(1), 13(3) and 13(4A) read with Regulation 13(5) of PIT Regulations, 1992 by failing to make required disclosures to stock exchanges regarding its shareholding changes in EEL, and a penalty of Rs. 2,00,000 was imposed under Section 15A(b) of the SEBI Act, 1992.
Full text
Page 2 of 17 2. It was further observed that the shareholding of the promoter group entity viz. The Concorde Residential Schools (Kerala) Private Limited (hereinafter referred to as “Noticee”) in EEL increased from 10,93,000 shares (4.90% of the share capital of EEL) to 21,84,303 constituting 9.51% of the share capital of EEL, pursuant to allotment of 10,91,303 shares on May 22, 2014. Subsequently, on September 16, 2014, the shareholding of the Noticee further increased to 32,75,606 shares constituting 13.62% of the share capital of EEL, due to allotment of 10,91,303 (4.53%) shares. As the shareholding of the Noticee crossed 5% of the total shares in EEL on May 22, 2014, and subsequently, there was a further increase in the shareholding by more than 2% on September 16, 2014, the Noticee was required to make disclosures to the stock exchanges / company under the provisions of i) Regulations 29(1) and 29(2) read with Regulation 29(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as "SAST Regulations, 2011") and (ii) Regulations 13(1), 13(3) and 13(4A) read with Regulation 13(5) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as "PIT Regulations, 1992"). However, vide emails dated March 03, 2015 and March 27, 2015, BSE and NSE informed that they have not received any disclosures from the Noticee w.r.t to the aforementioned
Page 3 of 17 to the transfer of Shri Biju S. Presently, pursuant to the transfer of Shri Satya Ranjan Prasad, the undersigned has been appointed as the AO in the matter by SEBI and the same was communicated to the undersigned vide communique dated May 22, 2019. These proceedings are therefore been carried forward from where they had been left off by the previous AO, and an opportunity of personal hearing was granted as detailed hereinafter.
Page 4 of 17 c) For conversion of loan, EEL called meeting of the shareholders for their approval and accordingly sharehiolders in the meeting dated 6th March 2014 approved the following – i) Allotment of 10,91,303 equity shares by way of preferential allotment. For a consideration of Rs. 4.33 crores.
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:ORDER/GR/AE/2019-20/4889. 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.