sebi:Order/MC/RM/2021-22/14794
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Facts / Headnote
Penalty imposed on Noticee for violation of Regulation 27(5) of SEBI (SAST) Regulations, 2011
Provisions invoked
- s. 11B
- s. 15
- s. 15H
- s. 15I
- s. 15J
Regulations
- Reg. 9
- Reg. 4(b)
- Reg. 17
- Reg. 10
- Reg. 20
- Reg. 201
- Reg. 17(1)
- Reg. 17(3)
- Reg. 27(5)
Parties
- Fast Track Finsec Pvt. Ltd.
Holding
The Noticee, as manager to the open offer, violated Regulation 27(5) of SEBI (SAST) Regulations, 2011 by failing to exercise due diligence in ensuring compliance with Regulation 17(1) and by concealing the shortfall in escrow account deposits in the Letter of Offer. A penalty of Rs. 2,00,000 was imposed under Section 15HB of the SEBI Act, 1992.
Full text
Adjudication Order against Fast Track Finsec Pvt. Ltd. in the matter of M/s. Orient Tradelink Ltd. Page 2 of 16 SHOW CAUSE NOTICE, REPLY AND HEARING
Adjudication Order against Fast Track Finsec Pvt. Ltd. in the matter of M/s. Orient Tradelink Ltd. Page 3 of 16 7. With respect to Mr. Aushhim Khetarpal making open offer for shareholders of OTL in compliance with the terms of the aforesaid consent order, the Noticee was the manager to the offer. Draft Letter of Offer (DLOF) for acquisition of 21,93,000 equity shares of OTL at a price of Rs. 3.45 per share was filed vide letter dated September 11, 2018, which was subsequently revised to acquisition of 21,93,000 equity shares at a price of Rs. 8.97 per share vide letter dated January 18, 2019 by Noticee. Pursuant to split in shares of OTL from face value of Rs.10 to face value of Rs.2, the Letter of Offer for acquisition of 1,09,65,000 equity shares at a price of Rs. 4.60 per share was filed by Noticee in terms of SAST Regulations, 1997 with SEBI on July 30, 2019.
Adjudication Order against Fast Track Finsec Pvt. Ltd. in the matter of M/s. Orient Tradelink Ltd. Page 4 of 16 consideration parameters envisaged in Regulation 20 of SAST Regulations, 1997 to arrive at the offer price. Vide letter dated April 5, 2019, Noticee furnished the recalculated offer price in terms of Regulation 20 of SAST Regulations, 1997 and the offer price was accordingly revised to Rs. 23. Pursuant to revision in offer price from Rs. 3.45 to Rs. 23, Mr. Aushim Khetarpal was required to bring in the difference amount.
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Source: SecMarx — sebi:Order/MC/RM/2021-22/14794. 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.