sebi:Order/KS/AE/2021-22/11266-11299
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Facts / Headnote
Violation of Regulation 11(1) of Takeover Regulations held established for 6.83% acquisition on conversion of warrants without public announcement; joint penalty under Section 15H imposed; proceedings against deceased abated with no penalty on dependent minor Noticee No. 15.
Provisions invoked
- s. 15
- s. 81
- s. 15H
- s. 15I
- s. 15J
- s. 28A
- s. 30
- s. 41
- s. 150
- s. 77(2)
- s. 2(27)
- s. 26
- s. 114
- s. 2(55)
Regulations
- Reg. 4
- Reg. 6
- Reg. 11
- Reg. 3
- Reg. 199
- Reg. 10
- Reg. 12
- Reg. 8(3)
- Reg. 2(1)(b)
- Reg. 11(1)
- Reg. 3(1)
- Reg. 3(4)
- Reg. 3(3)
- Reg. 8
- Reg. 3(1)(c)
- Reg. 47
Holding
The RIL promoters together with 38 PAC entities violated Regulation 11(1) of the 1997 Takeover Regulations by acquiring 6.83% shares on exercise of warrants on January 07, 2000 in excess of the 5% ceiling without making a public announcement, attracting penalty under Section 15H to be paid jointly.
Full text
Page 2 of 85 18 Orson Trading Pvt. Ltd. * Not Available 19 Clarion Invts & Tradg Co. Pvt. Ltd. * Not Available 20 Reliance Consolidated Enterprises Pvt Ltd. * AAACM2825L 21 Real Fibres Ltd.* Not Available 22 Nikhil Investments Co. Ltd.* Not Available 23 Hercules Investments Ltd. * Not Available 24 Pams Invts & Trad Co. Ltd. * AAACP2092A 25 Jagishwar Invts & Trdg Co. Ltd. * AAAfCJ0979 26 Jagadanand lnvts & Trdg Co. Ltd. * AAACJ0932H 27 Kankhal Trading LLP (Earlier known as : Kankhal lnvts & Trdg Co. Ltd.) AAACK1774A 28 Kedareshwar Invts & Trdg. Co. Ltd. * AAACK1532A 29 Entity Communications Pvt. Ltd. * on behalf of Akshar Trades (P) Ltd. ; Antarang Trader (P) Ltd. ; Antariksh Commercials (P) Ltd. ; Arundathi Trades (P) Ltd. ; Avada Trading Company Ltd. ; Chaitanya Commercials (P) Ltd. ; Deep Mercantile (P) Ltd.; Gaiety Mercantile (P) Ltd. ; Kalpavriksha Trading (P) Ltd. ;Neelam Mercantile (P) Ltd. ; Panchtirth Trading (P) Ltd. ; Platinum Commercials (P) Ltd. ; Prasiddhi Trading (P) Ltd. ; Shrusti Trading (P) Ltd. ; Spark Tradecom (P) Ltd. ; Sundale Merchandise (P) Ltd. ; Suprabhat Tradecom (P) Ltd. ; Vijeta Commercial (P) Ltd. AAACE0876H 30 Evershine Traders Pvt. Ltd. * on behalf of Anusudha Tradecom (P) Ltd.; Bhagirath Not Available
Page 3 of 85 Trader (P) Ltd.; Charishma Invt. (P) Ltd.; Cube Investments (P) Ltd.; Devpriya Mercantile (P) Ltd.; Eminent Commercials (P) Ltd.; Esteem Textiles Trading (P) Ltd.; Hexagon Trading & Invt (P) Ltd.; Khodiyar Trading & Invt (P) Ltd.; Kinnari Merchandise (P) Ltd.; Nirantar Merchandise (P) Ltd.; Nirupama Traders (P) Ltd.; Ranjana Traders (P) Ltd.; Smruti Mercantile (P) Ltd), Swarna Trading (P) Ltd.; Vanraj Merchandise (P) Ltd. 31 Anumati Mercantile Pvt. Ltd. * on behalf of Yangste Trading (P) Ltd Not Available 32 Amur Trading (P) Ltd. * Not Available 33 Tresta Trading (P) Ltd. * Not Available 34 Reliance Realty Ltd. (Earlier Known as : Terene Fibres India (P) Ltd.) Not Available * Merged into Reliance Industries Holding Private Limited (hereinafter collectively referred to as “Noticees”) IN THE MATTER OF RELIANCE INDUSTRIES LTD. __________________________________________________________________
Page 4 of 85 attached with 6,00,00,000- 14% Non Convertible Secured Redeemable Debentures (NCD) of Rs. 50/- each aggregating to Rs. 300,00,00,000 (PPD IV) issued in the year 1994. From the disclosure filed under Regulation 8(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (hereinafter referred to as "Takeover Regulations") by RIL to Bombay Stock Exchange (BSE) on April 28, 2000, it was observed that it had disclosed the above mentioned 38 allottee entities as Persons Acting in Concert ("PACs") with the RIL promoters. From the aforesaid disclosures made by RIL it was observed that the shareholding of RIL promoters together with PACs had increased from 22.71% as on March 31, 1999 to 38.33% as on March 31, 2000. Out of these, 7.76% shares were acquired consequent upon a merger and thus were exempt under regulation 3(1) (j) (ii) of Takeover Regulations. However, 6.83% shares that were acquired by RIL promoters together with PACs in exercise of 3 crore warrants, were alleged to be in excess of ceiling of 5% prescribed in regulation 11(1) of Takeover Regulations.
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Source: SecMarx — sebi:Order/KS/AE/2021-22/11266-11299. 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.