sebi:ORDER/GR/AE/2019-20/5100-5118
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Facts / Headnote
Penalty imposed on Noticees for violation of Regulations 10(6) and 29(1) of SAST Regulations, 2011
Provisions invoked
- s. 15A
- s. 15
- s. 15I
- s. 15J
- s. 28A
Regulations
- Reg. 7(1)
- Reg. 10
- Reg. 29(3)
- Reg. 29(1)
- Reg. 10(6)
Holding
The Noticees violated Regulation 10(6) and Regulation 29(1) of the SAST Regulations, 2011 by failing to make requisite disclosures to the stock exchanges regarding their acquisition of 36,00,000 shares (74.95%) of RRML, and a penalty of Rs. 4,00,000 was imposed jointly and severally under Section 15A(b) of the SEBI Act, 1992.
Full text
Page 2 of 12 BACKGROUND 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) received a draft letter of offer (DLO) filed by Corporate Professionals Capital Pvt Ltd, manager to the offer, on behalf of Mr. Dharm Swetank Patel (Acquirer) vide letter dated December 01, 2015. It was observed that previously there had been a scheme of arrangement covering inter alia the merger of Real Realty Management Company Private Limited into Hillock Agro Foods (I) Ltd which became effective on February 07, 2013. In regards to the same, the name of the transferee company was changed from Hillock Agro Foods (I) Ltd to Real Realty Management Company Limited (hereinafter referred to as “Noticee / RRML / company”). Pursuant to the aforesaid scheme, 19 entities namely, Paresh Joshi, Darshan Dashani, Haresh Tank, Nilesh Joshi, Jayshree Joshi, Urvashi Joshi, Samir Dashani, Hasit Dashani, Bindu Tank, Manoj Tank, Rajesh Rajyaguru, Harish Rajyaguru, Shilpa Rajyaguru, Bindu Rajyaguru, Bhanumatiben M Rajyaguru, Madhusudan Rajyaguru, Tushar Rajyaguru, Preeti Rajyaguru, and Deepjit Rajyaguru (hereinafter collectively referred to as “Noticees”) acquired 36,00,000 shares of RRML comprising 74.95% of the share capital. As per the shareholding pattern of RRML for quarter ending June 2013, the above 19 acquirers are shown as part of the promoters group of RRML. In respect of the aforesaid acquisition, Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
Page 3 of 12 2. It may be noted that RRML had changed its name to Real News & Views Ltd. Subsequently the name of the company was changed to Real Eco-Energy Limited on October 06, 2018. APPOINTMENT OF ADJUDICATING OFFICER
Page 4 of 12 I submit we had made necessary disclosure under Regulation 10 (6) of the SEBI (SAST) Regulations, 2011. We also submit that the letter/disclosure were sent to the Bombay Stock Exchange ltd. (BSE) in the same envelope in which Real Realty Management Company ltd. Had despatched certain other disclosures under the Takeover Regulations as well as PIT Regulations. A copy of the courier Receipt evidencing despatch of the same is enclosed herewith us Annexure A. I have also enclosed a copy of the same disclosure made by us under regulation 10(6) of the SEBI (SAST) Regulations, 2011 to the Ahmedabad Exchange ltd. (ASE) which was duly acknowledged by the ASE on 20 May, 2013. A copy of such acknowledge evidencing receipt of the same by the ASE is enclosed herewith as Annexure B. I therefore request you to take the above on record and drop the proceedings. I also request you to consider this as reply by the other Notices who were the member of the Promoter Group in the above company. I also wish to inform that I would like to avail an opportunity for person appearance in any hearing if fixed in the matter.”
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Source: SecMarx — sebi:ORDER/GR/AE/2019-20/5100-5118. 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.