sebi:Order/BS/DP/2023-24/28940
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Facts / Headnote
Proceedings disposed of without imposition of any monetary penalty
Provisions invoked
- s. 15A
- s. 15J
- s. 23A
- s. 23I
Regulations
- Reg. 4
- Reg. 34
- Reg. 3
- Reg. 4(1)(c)
- Reg. 4(1)(d)
- Reg. 34(2)(f)
- Reg. 34(2)
Parties
- Piramal Pharma Limited (PPL)
Holding
The Adjudicating Officer held that the Noticee (PPL) could not be held liable for non-disclosure of the TSPCB and NGT orders as it was neither incorporated nor listed at the time of the alleged violations, and disposed of the adjudication proceedings without imposing any monetary penalty.
Full text
Page 2 of 14 referred to as “SEBI Act”) read with Rule 4(1) of SEBI (Procedure for Holding Inquiry and Imposing Penalties), 1995 (hereinafter referred to as “Rule”) and Section 23I of Securities Contract (Regulations) Act, 1956 (hereinafter referred to as “SCRA”) to enquire into and adjudge under Section 15A(b) of SEBI Act and Section 23A(a) of SCRA , the following violations:
Page 3 of 14 c. The same was not disclosed on the Exchange since “the incident was not a material event in terms of the Company’s Code for Fair Disclosure of Information and Determination of Materiality” (“Materiality Policy”). d. The unit in Digwal, Telangana faced closure directions by the TSPCB vide its Order dated November 29, 2018. The Order was received on the same day by the company. e. The Digwal plant was granted permission to restart production in January 2019. f. Further, vide letter dated February 14, 2023, it was informed by the company that the Digwal Plant was transferred to the books of the Noticee as part of the sale and transfer of the pharmaceutical business of the company by way of restructuring of the pharmaceutical business during the year 2020. The demerger process in 2022 did not bring any change in it i,e, Digwal plant continues to be with the Noticee. g. Further, as per Clause 4 of Composite Scheme of Arrangement of 2022 with respect to the aforesaid demerger available on NSE, it is stated that, “All the liabilities relating to the Demerged Undertaking [pharma business of PEL], as on the Appointed Date [April 01, 2022] shall become the liabilities of the Resulting Company [PPL] by virtue of this Scheme”. h. In the light of the above, it was alleged that the Noticee did not disclose the material event of imposition of penalty of Rs. 8.32 Crores by the National Green Tribunal vide
Page 4 of 14 j. With respect to the incorrect Business Responsibility Reports (BRR) regarding the imposition of penalty and shutting down of plant in Annual Reports for FY 2018-19 and FY 2019-20, comments were sought from the Noticee. And vide letter dated February 21, 2023, the Noticee had informed that :
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Source: SecMarx — sebi:Order/BS/DP/2023-24/28940. 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.