sebi:Order/BM/GN/2022-23/18237
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Facts / Headnote
Penalties imposed on the Noticee for violations of Regulation 3(3) read with 3(1), Regulation 10(7), and Regulation 30(1) & 30(2) read with 30(3) of SEBI (SAST) Regulations, 2011.
Provisions invoked
- s. 15
- s. 15H
- s. 15J
- s. 28A
- s. 233
- s. 240
Regulations
- Reg. 199
- Reg. 10
- Reg. 44
- Reg. 3(1)
- Reg. 30(3)
- Reg. 30(1)
- Reg. 30
- Reg. 30(2)
- Reg. 201
- Reg. 3(3)
- Reg. 3(2)
- Reg. 3
- Reg. 4
- Reg. 10(6)
- Reg. 10(7)
- Reg. 10(1)(d)
Parties
- Patriarch Developers Private Limited (PAN: AACCP7052Q), earlier known as VKA Enterprises Private Limited
Holding
The Noticee was held liable for violations of Regulation 3(3) read with 3(1) (failure to make open offer after individual shareholding crossed 25%), Regulation 10(7) (delayed report to SEBI), and Regulation 30(1) & 30(2) read with 30(3) (delayed continual disclosures) of the SAST Regulations, 2011, and penalties totaling Rs. 13,00,000 were imposed.
Full text
Adjudication Order in the matter of Thirdwave Financial Intermediaries Limited Page 2 of 23 SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING
Adjudication Order in the matter of Thirdwave Financial Intermediaries Limited Page 3 of 23 Regulation 3(3) of SAST Regulations, however, the transaction was exempt under 10(1)(d)(iii) of SAST Regulations. d. Though the open offer was exempt, the Acquirer was required to make disclosure to under Regulation 10(6) and 10(7) of SAST Regulations. Though the disclosure under Regulation 10(6) was made in a timely manner, the disclosure under Regulation 10(7) was alleged to be made with a delay. Further, the Noticee was required to make disclosures under Regulations 30(1) and 30(2) read with regulation 30(3) of SAST regulation, which the Noticee allegedly did not make. e. In view of the above observations, it was alleged that Noticee had violated the provisions of Regulation 3(3) read with 3(1) of SAST Regulation, Regulation 10(7) and Regulation 30(1) and 30(2) read with 30(3) of SAST Regulations.
Adjudication Order in the matter of Thirdwave Financial Intermediaries Limited Page 4 of 23 us i.e Patriach Developers Private Limited. By virtue of the aforesaid Scheme of Amalgamation, all the shareholding of "Talwar Steels Private Limited" in Thirdwave Financial Intermediaries Limited (the Target Company) was transferred and vested into us. It is under these circumstances that we are replying to the instant SCN for the default occurred on 30.03.2017 by "Talwar Steels (P) Limited" i.e. before the execution of Scheme of Amalgamation. c. Noticee further submitted that even for sake of assumption without admission, the SCN discloses no cause of action or any allegations against us. There are no allegations, of we making any monetary gains in any manner whatsoever and/or causing any harm to the shareholders of the company or public at large. Therefore noticee request that the said SCN be withdrawn against us. d. Noticee further submitted that, we are one of the promoter group entities along with others. The SCN has grossly failed to bring out anything on record to show our involvement in the allegations made therein. There are no allegations of them making any monetary gains even for sake of assumptions. Noticee while replying to the said SCN para wise, has made the following
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Source: SecMarx — sebi:Order/BM/GN/2022-23/18237. 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.