sebi:Order/GG/AS/2022-23/18733-18736

SEBI · SEBI · 2022-05-09 · Geetha G, Adjudicating Officer

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Facts / Headnote

Noticees held liable for violations and penalty of INR 4,00,000 imposed jointly and severally

Provisions invoked

Regulations

Parties

Holding

The Noticees violated Regulations 10(5), 10(6) and 10(7) of the SAST Regulations in connection with the June 29, 2015 inter se promoter acquisition and are liable to pay a penalty of INR 4,00,000 jointly and severally under Section 15A(b) of the SEBI Act.

Full text

Adjudication Order in the matter of VCK Capital Market Services Ltd Page 2 of 14 2. Based on the findings of Examination, it was observed that the Noticees violated the provisions of Regulation 10(5), 10(6) and 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “SAST Regulations”).

Adjudication Order in the matter of VCK Capital Market Services Ltd Page 3 of 14 D. FACTUAL MATRIX 6. As seen from the facts narrated under the heading ‘BACKGROUND OF THE CASE’, the SCN was based on SEBI’s Examination of the Draft Letter of Offer in the matter of Open Offer made by Yashveer Singh, Shrey Parekh and Vijay Champaneri to the public shareholders of the Target Company. Pursuant to the said Examination, allegations were levelled against the Noticees and the same have been summarized below: 6.1. Noticee No: 1 acquired 12,15,562 (13.43%) equity shares of the Target Company from Noticee No: 2 on June 29, 2015. It was observed in the SCN that the said transaction being an inter se promoter transfer , it was exempt from the obligation to make an Open Offer under Regulation 3 and 4 of the SAST Regulations, in terms of provisions of Regulation 10(1)(a)(ii) of the SAST Regulations. However, sub-regulations 5, 6 and 7 of Regulation 10 of the SAST Regulations cast certain obligations interalia on the acquirers, to enable the acquirers to avail the exemption. 6.2. It was alleged that the Noticees, as the erstwhile promoters of the Target Company, did not intimate BSE about the details of acquisitions made on June 29, 2015, at least four working days prior to the date of proposed acquisition, as mandated under Regulation 10(5), and made delayed submission of the report pertaining to the said transaction under Regulation 10(6) and 10(7) of the SAST Regulations to BSE. Therefore,

Adjudication Order in the matter of VCK Capital Market Services Ltd Page 4 of 14 where the shares of the target company are listed, the details of the proposed acquisition in such form as may be specified, at least four working days prior to the proposed acquisition, and the stock exchange shall forthwith disseminate such information to the public.

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Source: SecMarx — sebi:Order/GG/AS/2022-23/18733-18736. 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.