sebi:Order/JS/VC/2025-26/31549-31550
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Facts / Headnote
Violations established; monetary penalty imposed on Noticees
Provisions invoked
- s. 11B
- s. 11
- s. 15A
- s. 15
- s. 19
- s. 15H
- s. 15J
- s. 15F
- s. 28A
Regulations
- Reg. 8(2)
- Reg. 29(2)
- Reg. 29(3)
- Reg. 3(1)
- Reg. 3(3)
- Reg. 3(2)
- Reg. 30
- Reg. 28(2)
- Reg. 165
Parties
- Nilesh Malshi Savla
- Meena Nilesh Savla
Holding
Noticee-1 violated regulation 3(1) read with 3(3), Noticee-2 violated regulation 3(2) read with 3(3), and both violated regulation 29(2) and 29(3) read with 28(2) of SAST Regulations, attracting penalty under sections 15H and 15A(b) of the SEBI Act.
Full text
Adjudication Order in the matter of RKD Agri & Retail Limited Page 2 of 18 APPOINTMENT OF ADJUDICATING OFFICER 3. Pursuant to transfer of erstwhile Adjudicating Officer (hereinafter referred to as ‘AO’) who had been appointed so vide order dated February 03, 2025, the undersigned was appointed as AO in the matter vide order dated April 02, 2025 under section 15-I of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’) and rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (hereinafter referred to as ‘Rules’) read with section 19 of the SEBI Act, to inquire into and adjudge under the provisions of the sections 15A(b) and 15H of the SEBI Act for the alleged violations by the Noticees.
Adjudication Order in the matter of RKD Agri & Retail Limited Page 3 of 18 tranches in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.
Adjudication Order in the matter of RKD Agri & Retail Limited Page 4 of 18 (vii) Second Transaction: The board of directors of the target company, at the meeting held on February 10, 2024, approved the issue and allotment of 1,67,00,000 (One Crore Sixty Seven Lakh) equity shares to Noticee-1 (Promoter and Promoter Group), upon exercise of option for conversion of warrants. The said allotment resulted in increase in the shareholding/voting rights of Noticee-1 by 32.43%, i.e., from 8.10% to 40.53% of voting share capital of the target company. On February 10, 2024, the Board of the company also approved the issue and allotment of 67,75,000 (Sixty Seven Lakh Seventy Five Thousand) equity shares to non-promoters, upon exercise of option for conversion of warrants. The said allotment resulted in change of the shareholding/voting rights of the non-promoters from 29.89% to 29.36%. Accordingly, after second transaction, the promoter shareholding increased form 1,55,29,715 shares to 3,22,29,715 shares and public shareholding increased from 66,20,285 shares to 1,33,95,285 shares. The total shareholding in the company, therefore, increased from 2,21,50,000 shares to 4,56,25,000 shares. The changes in shareholding of the company pursuant to second transaction are mentioned in the table given below: Table-2
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Source: SecMarx — sebi:Order/JS/VC/2025-26/31549-31550. 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.