sebi:Order/AS/DP/2024-25/31252
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Facts / Headnote
Penalty of Rs. 5,00,000 imposed on Noticee
Provisions invoked
- s. 11B
- s. 11
- s. 15
- s. 15H
- s. 15J
- s. 15F
- s. 28A
- s. 42
Regulations
- Reg. 6
- Reg. 28(1)
- Reg. 167
- Reg. 164
- Reg. 160(f)
- Reg. 160
- Reg. 162
- Reg. 163
- Reg. 2(1)(k)
- Reg. 2(1)(j)
- Reg. 28
- Reg. 162(1)
Parties
- Emami Realty Limited
Holding
Noticee violated Regulations 160(f), 162(1), 163(1)(d), (f), (fa), (j), 163(2), 164 and 167(1) of the ICDR Regulations in the issuance and allotment of OCDs and is liable for monetary penalty under Section 15HB of the SEBI Act, with penalty of Rs. 5,00,000 imposed.
Full text
Adjudication Order in the matter of Emami Realty Limited Page 2 of 18 APPOINTMENT OF ADJUDICATING OFFICER 3. SEBI appointed Shri Shashikumar Valsakumar as Adjudicating Officer, vide communique dated April 12, 2024, under Section 15-I (1) of the SEBI Act, 1992 read with Rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (hereinafter referred to as 'Adjudication Rules') to inquire into and adjudge under the provisions of the Section 15HB of the SEBI Act for the violations alleged to have been committed by the Noticee. Subsequent to his transfer, vide communique dated July 29, 2024, the undersigned has been appointed as Adjudicating Officer.
Adjudication Order in the matter of Emami Realty Limited Page 3 of 18 Table 1 Sr. No. Regulation Description Complied/Non-Complied 1 Reg 28(1) of the LODR Regulations The listed entity, before issuing securities, shall obtain an 'in-principle' approval from recognized stock exchange(s) Not Complied. The Exchange would levy SOP fine and issue a non-compliance letter to the Company. 2 Reg 160 (f) of the ICDR Regulations The issuer shall make an application seeking in- principle approval to the stock exchange(s), where its equity shares are listed, on the same day when the notice has been sent in respect of the general meeting seeking shareholders’ approval by way of special resolution. Not Complied. In addition in case a company is non- compliant with this regulation, SEBI Condonation/ Exemption may be needed to proceed with, which the company has not done. 3 Reg.162 of the ICDR Regulations The tenure of convertible securities should not exceed 18 months from the date of allotment Not Complied 4 Regulation 163 of the ICDR Regulations
Adjudication Order in the matter of Emami Realty Limited Page 4 of 18 Sr. No. Regulation Description Complied/Non-Complied 6 Reg. 164 of the ICDR Regulations Pricing of frequently traded shares Not Complied. The company has not undertaken pricing calculation as per the regulation. The conversion price of the specified securities is not calculated. 7 Reg. 167 of the ICDR Regulations Lock-in and Restrictions on Transferability Not Complied
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