sebi:Order/KS/PP/2020-21/9485

SEBI · SEBI · 2020-06-09 · K Saravanan, Chief General Manager & Adjudicating Officer

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Facts / Headnote

Adjudication proceedings against the Noticee (Pradeep Soni) disposed of without imposing any monetary penalty; alleged violation against Noticee not established.

Provisions invoked

• s. 15
• s. 15H
• s. 15J
• s. 203

Regulations

• Reg. 3
• Reg. 6(2)(a)

Parties

• U. P. Power Corporation Limited (UPPCL)
• Pradeep Soni

Holding

The alleged violation of Regulation 6(2)(a) of the LODR Regulations against the Noticee, Shri Pradeep Soni, was not established, and the adjudication proceedings against him were disposed of without any monetary penalty.

Full text

Adjudication order in the matter of U. P. Power Corporation Limited Page 2 of 10 APPOINTMENT OF ADJUDICATING OFFICER 2. As regards alleged non-compliances by UPPCL, SEBI had initiated adjudication proceedings against UPPCL and the compliance officer of UPPCL, Mr. Pradeep Soni (hereinafter referred to as ‘Noticee’). The competent authority prima facie being of the view that there are grounds to adjudicate upon the alleged violations, the undersigned has been appointed as Adjudicating Officer (in short AO) vide communique dated June 09, 2020, under Section 15-I of The Securities and Exchange Board of India Act, 1992 (hereinafter referred to as the SEBI Act) r/w rule 3 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (in short Adjudication Rules) to inquire into and adjudge under Sections 15A(b) and 15HB of the SEBI Act, the alleged violations of provisions of LODR Regulations by UPPCL and Noticee as detailed in subsequent paras.

Adjudication order in the matter of U. P. Power Corporation Limited Page 3 of 10 has 32 different ISINs listed at BSE as on January 23, 2020. From analysis of the compliance status from BSE, comments of UPPCL and Debenture Trustee (Beacon Trusteeship Ltd.), SEBI observed certain non- compliances of LODR Regulations by UPPCL: ….. …..

Adjudication order in the matter of U. P. Power Corporation Limited Page 4 of 10 prescribed interview process. However, in case of vacancy of Company Secretary arises and is not filled up in any company, for time being, a Company Secretary of other Company is engaged to look-after the secretarial work including conducting the meeting of Board of Directors in additional charge. For that additional work, he is not paid any remuneration / honorarium from that Company. The Company Secretary in additional charge being in part time assignment assists in company related matter. (ii) That, Section 203 of Companies Act, 2013 provides as under: (1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,- (i) managing director, or Chief Executive Officer or manager and in their absence, a whole- time director (ii) company secretary; and (iii) Chief Financial Officer: Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless,- (a) the articles of such a company provide otherwise: or (b) the company does not carry multiple businesses:

Source: SecMarx — sebi:Order/KS/PP/2020-21/9485. 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.