sebi:Order/BM/GN/2023-24/27904-27925

SEBI · SEBI · 2022-09-20 · Barnali Mukherjee, Adjudicating Officer

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

SCN dated September 20, 2022 disposed off against the Noticees mentioned in this order without imposition of penalty

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15H

Regulations

• Reg. 29(2)
• Reg. 13(1)
• Reg. 3(2)
• Reg. 2(1)(q)(2)
• Reg. 10(5)
• Reg. 10(1)(a)
• Reg. 10(7)
• Reg. 25(5)
• Reg. 169

Holding

The SCN dated September 20, 2022 is disposed off: no action lies against Noticee No. 1 to 18 and 20 as PACs because the acquirers have already settled the joint and several liability, and no further action lies against Noticee 19 and 21 as BSE has taken on record their reclassification to public category.

Full text

Adjudication Order in the matter of Aruna Hotels Limited Page 2 of 13 BACKGROUND: 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted an examination into the scrip of Aruna Hotels Limited (hereinafter referred to as Target Company / AHL) to ascertain whether interse transaction among the promoter group and acquisition of shares of AHL by the promoters were in violation of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (hereinafter referred to as SAST Regulation). APPOINTMENT OF ADJUDICATING OFFICER

Adjudication Order in the matter of Aruna Hotels Limited Page 3 of 13 penalty, if any, be not imposed on Noticees under Section 15A(b) and Section 15H(ii) of the SEBI Act.

Adjudication Order in the matter of Aruna Hotels Limited Page 4 of 13 19, 2015 to December 24, 2018. It was inter alia mentioned in the said report that pursuant to the MoC, Sellers viz. M. Sivaram and Mr. Karthik P Sivaram had agreed to sell and the Acquirers viz. Gay Travels Pvt Ltd., Subasri Realty Pvt Ltd, Rani Printers Pvt Ltd and Sovereign Media Marketing Pvt Ltd had agreed to acquire 7,42,951 equity shares of AHL for a consideration of Rs. 300/- per equity share.” Pursuant to the said inter se transfer among the promoter group during the FY 2015-16, Gay Travels Pvt Ltd, Subasri Realty Pvt Ltd and Rani Printers Pvt Ltd have acquired 5.79% together and it crossed 5% of equity shares / voting rights of AHL on November 18, 2015, details are tabulated below: Date of transactio n Transfe ror Transfe ree No. of shares acquired / transferr ed % of acquisitio n Prior to acquisit ion of transfer ee Post- acquisi tion of transfe ree 19.05.201 5 M. Sivara m Gay Travels Pvt Ltd 33,000 0.37 2.87 3.23 18.11.201 5 M. Sivara m Gay Travels Pvt Ltd 3,00,000 3.33 3.23 6.57 18.11.201 5 M. Sivara m Rani Printers Pvt Ltd 45,093 0.50 0.18 0.68 13.11.201 5 M. Sivara m Subasri Realty Pvt Ltd 50,000 0.56 14.66 16.27 18.11.201 5 M. Sivara m Subasri Realty Pvt Ltd 93,442 1.04

Source: SecMarx — sebi:Order/BM/GN/2023-24/27904-27925. 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.