sebi:Order/AS/VC/2022-23/21846-21849
Facts / Headnote
Violation found; joint and several penalty of Rs. 1,00,000 imposed under Section 15A(b) of SEBI Act, 1992
Provisions invoked
- s. 11B
- s. 11
- s. 15A
- s. 15
- s. 19
- s. 15J
- s. 15F
- s. 28A
Regulations relied on
- SEBI (SAST) Regulations, 2011 — 29(1)
- SEBI (SAST) Regulations, 2011 — 29(3)
Parties
- Sanjay Singal
- Aarti Singal
- Aniket Singal
- Sanjay Singal HUF
Holding
The Noticees, as persons acting in concert holding 21.43%, violated Regulation 29(1) read with Regulation 29(3) of SEBI (SAST) Regulations, 2011 by failing to disclose their January 16, 2012 preferential acquisition to the company and BSE, and a joint and several penalty of Rs. 1,00,000 under Section 15A(b) of the SEBI Act, 1992 was imposed.
Full text
Adjudication Order in the matter of Grandma Trading & Agencies Limited Page 2 of 22 “Noticees” / “You”) failed to make disclosures under Regulation 29 (1) read with Regulation 29 (3) of SEBI (SAST) Regulations, 2011 with regard to their shareholding as “Persons acting in Concert” during the Investigation Period.
Adjudication Order in the matter of Grandma Trading & Agencies Limited Page 3 of 22 5. Since no reply was received for the SCN, pursuant to the transfer of the matter to the undersigned, in the interest of natural justice, an opportunity of hearing on September 28, 2022 was granted to the Noticees through video conference on cisco Webex, vide Hearing Notices dated September 05, 2022. The Authorised Representative (hereinafter referred to as ‘ARs’) of the Noticees vide email dated September 26, 2022, requested for additional two weeks’ time to reply to the SCN and also requested to reschedule the hearing. The request was acceded to and the hearing was rescheduled to October 14, 2022. The Noticees furnished their reply to the SCN vide letter dated October 13, 2022. On October 14, 2022, the AR again requested to postpone the hearing. Thereafter, the hearing was rescheduled to October 20, 2022 on which date the ARs appeared before the undersigned and reiterated the submissions made by Noticees vide letter dated October 13, 2022.
Adjudication Order in the matter of Grandma Trading & Agencies Limited Page 4 of 22 Non-Disclosure of shareholding by Sanjay Singal, Aarti Singal, Aniket Singal, and Sanjay Singal HUF: 6.2 It was observed from the investigation report that prior to the preferential allotment, all the Noticees (Sanjay Singal, Aarti Singal, Aniket Singal and Sanjay Singal HUF) had ‘Nil” shareholding. Post preferential allotment, their shareholding increased to 750000 (5.74%), 750000 (5.74%), 750000 (5.74%), and 550000 (4.21%) respectively, which collectively constituted 21.43% of total shareholding. Since all the Noticees are immediate relatives of each other, therefore, they are deemed to be acting as “Persons acting in Concert” as per the regulation 2(1)(q) of SEBI (SAST) Regulations, 2011 for the aforesaid acquisition of shares in the preferential issue on January 16, 2012. As persons acting in concert, Singal family’s shareholding of more than 5% required disclosure under Regulation 29(1) read with Regulation 29(3) of SEBI (SAST) Regulations, 2011 to the company and to BSE.
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