sebi:Order/EAD-1/SBM/JR/2020-21/10648

SEBI · SEBI · 2020-11-17 · Suresh B Menon, Adjudicating Officer

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Facts / Headnote

Violation of Regulation 52(1) of LODR Regulations established; monetary penalty of Rs. 1,00,000 imposed under Section 15A(b) of SEBI Act

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15J

Regulations

• Reg. 52(1)
• Reg. 52(4)
• Reg. 52(5)

Parties

• Gluhend India Private Limited

Holding

The Noticee violated Regulation 52(1) of LODR Regulations by submitting financial results for half-year ended March 31, 2019 on July 15, 2020 with a delay of 427 days, and is liable to a monetary penalty of Rs. 1,00,000 under Section 15A(b) of the SEBI Act.

Full text

Page 2 of 12 of LODR Regulations. In view of the same, SEBI initiated adjudication proceedings against the Noticee under the provisions of section 15A(b) of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’). APPOINTMENT OF ADJUDICATING OFFICER

Page 3 of 12 compliance status of the Noticee with respect to its submission of financial results for the year ended March 31, 2019 under Regulations 52(1), 52(4) and 52(5) of LODR Regulations. BSE, vide its email dated August 31, 2020, mentioned that the Noticee has submitted the financial results for the FY ended March 31, 2019 on July 15, 2020 and further mentioned that the Noticee has also made disclosures / submissions/filings in terms of provisions of Regulation 52(4) & Regulation 52(5) of LODR Regulations.

Page 4 of 12  Our company is a private limited company incorporated under the Companies Act, 2013 and its equity shares are not listed on any stock exchange. We have however made an issue of 6,350 INR denominated, redeemable, secured and rated non- convertible debentures of the nominal value of Rs. 5,00,000 each, aggregating to not more than Rs. 3,175,000,000. Further, the face value of the non-convertible debentures has reduced to INR 4,50,000 each after the scheduled partial redemption of the principal amount duly paid by the company on 12th September 2019.  The NCDs are listed on the BSE with effect from March 23, 2018.  In the year 2018, Sage Metals Private Limited (‘SMPL’) (subsidiary of gluhend India Private Limited) was proposed to be merged with our company and a composite scheme of amalgamation was filed with the Hon’ble NCLT Mumbai Bench on 11th December 2018. The same was approved by the Hon’ble NCLT on June 20, 2019 with an appointed and effective date being March 13, 2018.  As per the order of the Hon’ble NCLT, the merger scheme became effective and operative from March 13, 2018, which required revision of the income tax returns of both SMPL and the Company for the FY 2017-18 ended 12th March 2018 and 31st March 2018 respectively. The order also provided that a duly audited balance sheet of the company needs to be prepared and filed with the concerned authority as at 12th March 2018. Thus, two sets of audited financial statements were required to be prepared.

Source: SecMarx — sebi:Order/EAD-1/SBM/JR/2020-21/10648. 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.