sebi:Order/GR/KG/2020-21/7768

SEBI · SEBI · 2019-08-06 · G. Ramar, 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

Violation established; penalty of Rs. 2,00,000 imposed

Provisions invoked

• s. 15A
• s. 15
• s. 15J
• s. 15F
• s. 28A

Regulations

• Reg. 29(1)
• Reg. 29
• Reg. 29(3)

Parties

• RCG Finance Private Limited

Holding

RCG Finance Private Limited violated Regulation 29(3) read with Regulations 29(1) and 29(2) of the SAST Regulations, 2011 for failure to disclose acquisitions on February 17, 2017 and March 3, 2017, and was held liable to a penalty of Rs. 2,00,000 under Section 15A(b) of the SEBI Act, 1992.

Full text

Adjudication Order in respect of RCG Finance Private Limited in the matter of GFL Financials India Limited Page 2 of 10 company from 5,66,633 shares to 7,70,133 shares resulting in an increase in shareholding of the Noticee in the target company from 3.78 percent to 5.13 percent. On the latter date the Noticee had acquired 48000 shares of the target company which resulted in its increase in shareholding from 6.86 percent to 7.18 percent. It has been alleged that the Noticee did not make the requisite disclosures before the stock exchanges under Regulation 29 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (hereinafter referred to as the “SAST Regulations”).

Adjudication Order in respect of RCG Finance Private Limited in the matter of GFL Financials India Limited Page 3 of 10 Show Cause Notice was delivered on November 11, 2019, to the Noticee, however no response has been received till date. A copy of the said show Cause Notice along with its annexure was also sent to the Noticee at its email id as available on the MCA portal. As no response was received to the said show Cause Notice, a Publication was made in a national daily as well as in the Vernacular daily having circulation at the place where the registered office of the Noticee is situated, on February 5, 2020. However, no response has been received from the Noticee with respect to the Show Cause Notice, till date.

Adjudication Order in respect of RCG Finance Private Limited in the matter of GFL Financials India Limited Page 4 of 10 b) Whether the Noticee had failed to make the requisite disclosures to the stock exchanges as alleged? c) If the answer to the aforementioned questions is in the affirmative, whether the Noticee has violated Regulation 29(3) of the SAST Regulations, 2011, read with Regulations 29(1) and 29(2) of the said Regulations? d) If the Noticee has violated the provisions of the SAST Regulations as cited above, what should be the quantum of penalty to be levied upon the Noticee?

Source: SecMarx — sebi:Order/GR/KG/2020-21/7768. 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.