sebi:ORDER/VV/PSS/2022-23/22968-22973
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Provisions invoked
- s. 15A
- s. 15
- s. 11(2)
- s. 15H
- s. 27
- s. 15I
- s. 15J
- s. 11C
- s. 15F
- s. 28A
- s. 149(6)
- s. 134
- s. 143(12)
Regulations
- Reg. 31
- Reg. 30
- Reg. 4(2)(f)
- Reg. 4(1)
- Reg. 18(3)
- Reg. 30(2)
- Reg. 17(8)
- Reg. 4(1)(c)
- Reg. 25(5)
- Reg. 15H
- Reg. 15A(a)
Parties
- Securekloud Technologies Limited
- Noticee no. 2
- Noticee no. 4 (CA J. Gurumurthi)
- Noticee no. 5 (R Thyagrajan, CFO)
- Suresh Venkatachari
- R. S. Ramani
Holding
The order finds that Securekloud Technologies Limited and its officers/noticees violated LODR Regulations (including Regulation 4(1)(c) on non-misleading disclosures and Regulation 17(8) r/w Part B of Schedule II on compliance certificates), failed to cooperate with SEBI's investigation, and submitted forged tripartite agreements to mislead SEBI. The independence of independent directors Mr. Gurumurthi Jayaraman and Mrs. Padmini Ravichandran was found to be impaired due to their relatives being employed with the company/its subsidiaries.
Full text
Adjudication order in the matter of Securekloud Technologies Limited Page 2 of 49 to March 31, 2021. The focus of the said investigation was broadly to investigate into the manner of alleged misstatement in the books of accounts of STL, so as to ascertain if any provision of Securities & Exchange Board of India Act, 1992 (“SEBI Act”), Securities Contracts (Regulation) Act, 1956 (“SCR Act”), SEBI (Listing Obligations and Disclosure Requirements), 2015 (“LODR Regulations”), SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (“PFUTP Regulations”) etc., had been violated. The period of investigation is four financial years i.e. FY 2017-18, FY 2018-19, FY 2019-20 and FY 2020-21.
Adjudication order in the matter of Securekloud Technologies Limited Page 3 of 49 could not complete the report within stipulated time, the Company had disengaged their services in the meeting held on November 06, 2019.
Adjudication order in the matter of Securekloud Technologies Limited Page 4 of 49 22.1. M/s Grant Thornton Bharat LLP (GT) identified that for FY 2017-18 and FY 2018-19, Nationstar IT Services Limited (‘NSIT’) was the largest vendor of the Company, with expenses aggregating to INR 1692.59 Lakhs (approximately 35.71% of the total standalone expenses) and INR 1462.63 Lakhs (approximately 25.97% of the total standalone expenses) respectively, charged by way of ‘consultancy
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Source: SecMarx — sebi:ORDER/VV/PSS/2022-23/22968-22973. 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.