sebi:Order/AN/PR/2024-25/31036-31041
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Facts / Headnote
Violations held established at liability stage - Noticee 1 held to have violated LODR and Master Circular requirements and Noticee 2 to Noticee 6 held to be ineligible promoter-group deemed PACs who tendered in open offer
Provisions invoked
- s. 11B
- s. 11
- s. 15A
- s. 15
- s. 19
- s. 15H
- s. 15I
- s. 15J
- s. 15F
- s. 28A
Regulations
- Reg. 4(1)
- Reg. 29(2)
- Reg. 3(1)
- Reg. 2(1)
- Reg. 201
- Reg. 38
- Reg. 7(6)
- Reg. 31(1)
- Reg. 66
- Reg. 2(q)(2)
Parties
- Jhaveri Credits and Capital Limited
- Jhaveri Hightech Agro Ltd.
- Karan Jeet Resources Pvt. Ltd.
- Jhaveri Infrastructure Private Limited
- Maulik Kruti Resources Private Limited
- Yash Bhadresh Jhaveri
Holding
The Adjudicating Officer held that Jhaveri Credits and Capital Limited filed incorrect shareholding patterns by classifying promoter-group entities as public and failed MPS prior-intimation requirements, and that Noticee 2 to Noticee 6 as promoter-group deemed PACs with selling promoters were not permitted to tender shares in the open offer under Regulation 7(6) of SAST Regulations.
Full text
Adjudication Order in the matter of Jhaveri Credits and Capital Limited |Page 2 of 37 Limited (Noticee 3), Jhaveri Infrastructure Private Limited (Noticee 4), Maulik Kruti Resources Private Limited (Noticee 5), and Yash Bhadresh Jhaveri (‘Noticee 6’ / ‘Yash. B. Jhaveri’) had tendered shares in the open offer despite not being eligible to tender their shares as they were part of the promoter group. In view thereof, Noticee 1 had allegedly violated provisions of Regulation 31(1) read with 31(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’); Clause 35 of the Listing Agreement; and Regulation 38 of LODR Regulations read with Chapter VI of SEBI Master Circular dated July 11, 2023 and Noticee 2 to Noticee 6 had allegedly violated provisions of Regulation 7(6) of SEBI (SAST) Regulations, 2011. Noticee 1 to Noticee 6 are collectively also referred as ‘Noticees’ hereinafter.
Adjudication Order in the matter of Jhaveri Credits and Capital Limited |Page 3 of 37 C. SHOW CAUSE NOTICE, REPLY AND HEARING
Adjudication Order in the matter of Jhaveri Credits and Capital Limited |Page 4 of 37 3.8. MB in Letter of Offer had mentioned the Company has been disclosing the entities at 1 to 4 (body corporates) as public shareholders in the shareholding pattern (SHP). MB had further disclosed in the LOF that the existing Promoters of the target company were the directors in these body corporates. In this regard, clarification was sought from the MB as to since when these entities have been shown as public shareholders of the Target Company. MB vide email dated March 13, 2024 provided its response.
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Source: SecMarx — sebi:Order/AN/PR/2024-25/31036-31041. 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.