sebi:Order/AS/VC/2022-23/22828

SEBI · SEBI · 2022-11-30 · Asha Shetty, Adjudicating Officer

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Facts / Headnote

Monetary penalty of Rs. 15,00,000 imposed under Sections 15H and 15HA of the SEBI Act

Provisions invoked

• s. 15
• s. 19
• s. 15H
• s. 15J
• s. 28A

Regulations

• Reg. 3
• Reg. 2(1)(h)

Parties

• Roselabs Finance Ltd.

Holding

The violations of SAST Regulations and PFUTP Regulations by Roselabs Finance Ltd. stand established as upheld by SAT, and on remand for requantification the Adjudicating Officer imposed a consolidated monetary penalty of Rs. 15,00,000 under Sections 15H and 15HA.

Full text

Adjudication Order in respect of Roselabs Finance Ltd. the matter of Gujarat Arth Ltd. Page 2 of 16 The Hon’ble SAT further directed the Noticee to appear before the Adjudicating Officer on December 22, 2022.

Adjudication Order in respect of Roselabs Finance Ltd. the matter of Gujarat Arth Ltd. Page 3 of 16 5. The ARs were advised to submit written submissions in the matter by December 30, 2022. Subsequently, the ARs made the written submissions on behalf of the Noticee vide email / letter dated December 30, 2022. The key submissions made by the Noticee are summarised as under: 5.1. “There is no specific charge in the show cause notice against Roselabs Finance: a) The SEBI’s Order dated December 23, 2019 (“Impugned Order”) was passed pursuant to a Show Cause Notice (“SCN”) dated December 15, 2009 issued by SEBI to Roselabs Finance. The SCN, however, does not spell out any precise charge against Roselabs Finance. b) In this regard, Noticee relied upon the judgments listed below:  Gorkha Security Services v. Govt. (NCT of Delhi), (2014) 9 SCC 105  Prashant J. Patel v. Securities and Exchange Board of India, (2010) SCC Online SAT 260  Chirag Tanna v. The Adjudicating Officer, SAT, Appeal No. 26 of 2011  Sanjay Kumar Gupta v. Securities and Exchange Board of India, SAT,

Adjudication Order in respect of Roselabs Finance Ltd. the matter of Gujarat Arth Ltd. Page 4 of 16 c) Under the 1997 Takeover Regulations, promoters were not deemed to be persons acting in concert. d) Promoters came to be deemed to be treated as ‘persons acting in concert’ in the subsequent SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“2011 Takeover Regulations”). e) In view of the above, with respect to promoters under the 1997 Takeover Regulations, it is clear that to establish that a promoter was a ‘person acting in concert’, a specific case will have to be made out in this regard. f) Roselabs Finance states and submits that no such case has been made out in the SCN or the Impugned Order.

Source: SecMarx — sebi:Order/AS/VC/2022-23/22828. 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.