sebi:Order/PB/AE/2021-22/15268
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Facts / Headnote
Adjudication proceedings initiated vide SCN dated September 08, 2021 disposed of without imposition of any monetary penalty
Provisions invoked
- s. 23E
- s. 21
- s. 23
- s. 23J
- s. 31
- s. 29(1)
- s. 188
- s. 372(4)
- s. 374
- s. 32(2)
- s. 33(1)
Regulations
- Reg. 23
- Reg. 23(2)
- Reg. 23(4)
- Reg. 23(1)
Parties
- Bhagyanagar Properties Ltd.
Holding
The allegation of violation of regulation 23(4) read with regulation 23(1) of SEBI (LODR) Regulations, 2015 against Bhagyanagar Properties Ltd. for divestment of AP Golden Apparels Private Limited shares to Mr. Narender Surana is not established, and the adjudication proceedings are disposed without penalty.
Full text
Page 2 of 16 to Mr. Narender Surana, Promoter and Director of the Noticee, was a material related party transaction. 2. It was observed that the Noticee had taken prior approval of the Audit Committee at their meeting held on November 11, 2020 under regulation 23(2) of SEBI (LODR) Regulations, 2015 for dis-investment of equity shares of AP Golden. However, it was observed that the Noticee was yet to obtain the shareholders’ approval for the material related party transaction as required under regulation 23(4) of SEBI (LODR) Regulations, 2015. Accordingly, the Noticee is alleged to have violated the provisions of regulation 23(4) read with regulation 23(1) of SEBI (LODR) Regulations, 2015 for not taking shareholders’ approval for sale of equity shares of AP Golden to Mr. Narender Surana.
Page 3 of 16 1956 read with clause 2(i) of the Listing Agreement entered into between Noticee and NSE for alleged violation of the relevant provisions of law. The
Page 4 of 16 Company should have taken the approval of the shareholders prior to execution of the related party transaction. In view of the above, the Noticee is alleged to have violated the provisions of regulation 23(4) read with regulation 23(1) of SEBI (LODR) Regulations, 2015 for not taking shareholders’ approval for sale of equity shares of AP Golden to Mr. Narender Surana.
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Source: SecMarx — sebi:Order/PB/AE/2021-22/15268. 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.