sebi:Order/JS/VC/2025-26/32264-32266

SEBI · SEBI · 2000-03-02 · Jai Sebastian, Adjudicating Officer

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Facts / Headnote

Adjudication proceedings disposed of without imposition of penalty

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15H
• s. 15J
• s. 16

Regulations

• Reg. 11
• Reg. 12(1)
• Reg. 7
• Reg. 199
• Reg. 10
• Reg. 13(1)
• Reg. 11(1)
• Reg. 7(1)
• Reg. 3(a)
• Reg. 12(2)

Parties

• Arvind Babulal Goyal
• Pooja Arvind Goyal
• Abhay Javlekar

Holding

The adjudication proceedings initiated against Noticees-1, 2 and 3 vide SCNs dated May 13, 2016 are disposed of without imposition of penalty, as the allegations of violation of regulations 10 and 11(1) of the SAST Regulations were not established against any of the Noticees.

Full text

Adjudication Order in the matter of Incap Financial Services Limited Page 2 of 16 of Insider Trading) Regulations, 1992 (hereinafter referred to as ‘PIT Regulations’) read with regulation 12(2) of the PIT Regulation, 2015, clause 1.2 and 4.2 model code of conduct provided in schedule 1 part A read with regulation 12(1) and 12(3) read with regulation 12(2) of PIT Regulations, 2015, sections 12A(a), (b), (c) of SEBI Act read with regulations 3(a), (b), (c), (d) and 4(1), 4(2)(a) and (g) of the SEBI (Prohibition of Fraudulent and Unfair trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred to as ‘PFUTP Regulations’) and section 16 of SCRA read with SEBI Notification G.S.R.219(E) dated March 2, 2000 and sections 13 and 18 of the SCRA read with section 2(i) of the SCRA by Noticee-1; (b) violation of regulation 7(1A) and 11(1) of the SAST Regulations and sections 12A(a), (b), (c) of SEBI Act read with regulations 3(a), (b), (c), (d), 4(1) and 4(2)(a) of the PFUTP Regulations by Noticee-2; (c) violation of regulations 7(1), 7(1A), 10 and 11(1) of the SAST Regulations, regulations 13(1) and 13(3) read with regulation 12(2) of the PIT Regulation, 2015, sections 12A(a), (b), (c) of SEBI Act, regulations 3(a), (b), (c), (d) and 4(1), 4(2)(a) and (g) of the PFUTP Regulations and section 16 of SCRA read with SEBI Notification G.S.R.219(E) dated March 2, 2000 and sections 13 and 18 of the SCRA read with section 2(i) of the SCRA by Noticee-3.

Adjudication Order in the matter of Incap Financial Services Limited Page 3 of 16 Javlekar in his individual capacity had triggered the obligation to make an open offer under Regulations 10 and 11 of the SAST Regulations respectively and if they had triggered the requirement of making an open offer under Regulations 10 and 11 of the SAST Regulations then appropriate penalty commensurate with the acquisition should be levied. Since, we are not in a position to find out the percentage of the acquisition made by these entities the matter is required to be decided afresh by the AO. …………. The appeals are allowed and the matters are remitted to the AO to decide the matter afresh in the light of the observation made thereunder.”

Adjudication Order in the matter of Incap Financial Services Limited Page 4 of 16 Noticee-1: (a) Noticee-1, Executive Director and Compliance Officer of Incap, as one of the persons acting in concert (hereinafter referred to as ‘PAC’), triggered open offer obligations on September 30, 2010 under regulation 10 and on October 16, 2010 under regulation 11(1) of the SAST Regulations. It was alleged that the combined shareholding of Abhay Javlekar, Dharmendra Bhojak and Noticee-1 as PAC crossed 15% of issued capital of Incap on September 30, 2010 and further crossed 5% twice, first on October 16, 2010 and subsequently along with Pooja Goyal and Ramesh Dwarkades Daga on December 6, 2010 in the scrip of Incap, which attracted the provision of regulation 10 and 11(1) of the SAST Regulations, however, no open offer was made under the SAST Regulations. Therefore, Noticee-1 being PAC, failed to comply with the provisions of regulations 10 and 11(1) of the SAST Regulations.

Source: SecMarx — sebi:Order/JS/VC/2025-26/32264-32266. 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.