sebi:ORDER/NH/KL/2022-23/23249-23251

SEBI · SEBI · 2013-10-03 · N Hariharan, Adjudicating Officer

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Facts / Headnote

Violations found; penalty imposed on the Noticees (amount not specified in the provided text)

Provisions invoked

• s. 19
• s. 13
• s. 23I
• s. 23
• s. 23H
• s. 16
• s. 29A
• s. 17
• s. 23J
• s. 18
• s. 28

Parties

• Mrs. Renu Bhushan (Noticee no.1)
• Mr. Bharat Bhushan (Noticee no.2)
• Mr. Brij Bhushan (Noticee no.3)

Holding

The Noticees were held to have violated Section 2(i)(a) read with Sections 13, 16 and 18 of the SCRA and the SEBI notification dated October 03, 2013 by executing off-market transactions without payment of consideration/fund settlement, and penalty was imposed under Section 23H of the SCRA.

Full text

Adjudication Order in respect of Mrs. Renu Bhushan, Mr. Brij Bhushan and Mr. Bharat Bhushan Page 2 of 33 off-market on March 29, 2017 without making payment of consideration. It is further alleged that Mr. Bharath Bhushan transferred 10,00,000 shares of SFL to one Mr. Brij Bhushan (hereinafter referred to as ‘Noticee no.3’/‘Mr. Brij’) through off-market on February 22, 2018 without making payment of consideration. In view of the above, it is alleged that the Noticee nos. 1 to 3 had executed off market transactions without making payment of consideration/fund settlement and thereby violated the provisions of Section 2 (i) (a) read with Sections 13, 16, 18 of the SCRA and SEBI notification dated October 03, 2013 issued under the Sections 16 and 28 of the SCRA. Noticee nos. 1 to 3 are hereinafter collectively referred to as ‘the Noticees’.

Adjudication Order in respect of Mrs. Renu Bhushan, Mr. Brij Bhushan and Mr. Bharat Bhushan Page 3 of 33 SHOW CAUSE NOTICE, REPLY AND HEARING

Adjudication Order in respect of Mrs. Renu Bhushan, Mr. Brij Bhushan and Mr. Bharat Bhushan Page 4 of 33 out any financial or money transaction with him whatsoever this you may note please.” c. From the above, it observed that though there is a change of ownership of the shares in this context, however, no fund settlement was done by Mr. Bharat Bhushan with Mr. Brij Bhushan or Ms. Renu Bhushan for the aforementioned off market transactions. Further, details regarding off market transfer were sought from the depository participant CDSL in this regard. CDSL, in its response submitted to SEBI that no pledge was initiated by Mr. Bharat Bhushan or Mr. Brij Bhushan for the aforesaid off market transaction dated February 22, 2018. In view of the above, it is alleged that the aforementioned off market transaction cannot be treated as collateral. Further, it is alleged that while there was a change in the ownership of the shares of SFL in this context and as there was no fund transaction/settlement done, Mr. Brij Bhushan, Ms. Renu Bhushan and Mr. L Bharat Bhushan in this regard, violated the provisions of Section 2 (i) (a) read with Section 13, 16, 18 of the SCRA and SEBI notification dated October 03, 2013 issued under the sections 16 and 28 of the SCRA.

Source: SecMarx — sebi:ORDER/NH/KL/2022-23/23249-23251. 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.