sebi:Order/KS/AA/2019-20/7327-7329
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Facts / Headnote
Violations established against Noticee No. 2 and Noticee No. 3; no penalty imposed on Noticee No. 1 for financial results submission defaults; monetary penalty imposed on Noticees 2 and 3 (amount not specified in extract)
Provisions invoked
- s. 15A
- s. 15
- s. 21
- s. 15H
- s. 15J
- s. 15F
- s. 28A
- s. 23E
- s. 203(4)
- s. 213
- s. 216
Regulations
- Reg. 7
- Reg. 6
- Reg. 13
- Reg. 3
- Reg. 199
- Reg. 10
- Reg. 13(3)
- Reg. 8
- Reg. 11(1)
- Reg. 11
- Reg. 7(1)
- Reg. 13(4)
- Reg. 13(5)
- Reg. 7(2)
- Reg. 3(1)
- Reg. 3(4)
- Reg. 3(3)
- Reg. 35(2)
- Reg. 8(3)
- Reg. 3(1)(e)
Parties
- Phil Corporation Limited (now Kore Foods Limited) (Noticee No. 1)
- A Y Fazalbhoy (Noticee No. 2)
- New Vision Group Holding Private Limited (earlier Philcorp Holdings Limited) (Noticee No. 3)
Holding
The Adjudicating Officer found Noticee No. 2 in violation of Regulation 13(4) read with 13(5) of PIT Regulations and Regulation 7(1) read with 7(2) of SAST Regulations, and Noticee No. 3 in violation of Regulation 13(3) read with 13(5) of PIT Regulations, for failure to make requisite disclosures upon change in shareholding. No penalty was imposed on Noticee No. 1 for non-compliance in submission of financial results to the Stock Exchange, taking a lenient view in light of remedial measures taken.
Full text
Page 2 of 56 (i) Phil Corporation Limited (now known as Kore Foods Limited and hereinafter referred to as ‘Noticee No. 1’) under the provisions of Section 23E of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as ‘SCRA’) for the alleged violations of Section 21 of the SCRA and Clauses 41(I)(c), 47(a), 49(II)(B), 49(II)(E) and 49(VI)(ii) of the Listing Agreement; (ii) A Y Fazalbhoy (hereinafter referred to as ‘Noticee No. 2’) under the provisions of Section 15A(b) and Section 15H(ii) of the SEBI Act, 1992 (hereinafter referred to as ‘SEBI Act’) for the alleged violations of Regulation 13(4) read with Regulation 13(5) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as ‘PIT Regulations’) and Regulation 7(1) read with Regulation 7(2) and Regulation 11(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as ‘SAST Regulations’); and (iii) New Vision Group Holding Private Limited (earlier known as Philcorp Holdings Limited and hereinafter referred to as ‘Noticee No. 3’) under the provisions of Section 15A(b) of the SEBI Act for the alleged violation of Regulation 13(3) read with Regulation 13(5) of the PIT Regulations.
Page 3 of 56 violations alleged to have been committed by the Noticees. Subsequently, Ms. Rachna Anand was appointed as the Adjudicating Officer in the matter. Thereafter, Shri Sudeep Mishra was appointed as the Adjudicating Officer in the matter. Pursuant to the transfer of Shri Sudeep Mishra, Shri Anindya Kumar Das was appointed as the Adjudicating Officer. Subsequently, the Competent Authority, vide communique dated June 20, 2019, has communicated the order appointing the undersigned as the Adjudicating Officer in the instant matter.
Page 4 of 56 Allegations against Noticee 1 A. Delay in submitting quarterly unaudited financial results to stock exchanges within one month from the end of the quarter As per Clause - 41(1) (c) of Listing Agreement the Noticee No. 1 has an option either to submit audited or unaudited quarterly and yearly financial results to the stock exchange within forty-five days end of each quarter (other than the last quarter), subject to the following: (i) In case the company opts to submit unaudited financial they shall be subjected to limited review by the statutory auditors of the issuer (or in case of public sector undertakings, by any practicing Chartered Accountant) and such limited reviewed results (financial results accompanied by the limited review report) shall be submitted within forty-five days from the end of the quarter. (ii) In case the company opts to submit audited financial results; they shall be accompanied by the audit report. It was revealed that out of total 19 instances, the Noticee No. 1 had not submitted the required financial results on two instances and submitted with delay on ten instances. Hence, it is alleged that the Noticee No. 1 had not complied with Clause 41(1) (c) of listing agreement with respect to non-submission/ delay in of unaudited quarterly financial results. The details of such non-compliance are provided in the table below: S.No Quarter To be submitted by Date of Submission as per Comments PCL BSE NSE 1 Dec-05 14/02/2006 31/01/2006 01/02/2006
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Source: SecMarx — sebi:Order/KS/AA/2019-20/7327-7329. 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.