sebi:Order/PM/PA/2022-23/18117-18124
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Facts / Headnote
Noticee 1 not found in violation of regulation 27(1); Noticees 2, 3, 5, 6 and 8 given benefit of doubt; Noticee 4 and Noticee 7 held liable for violating regulation 24(1) of Takeover Regulations and penalized under section 15HB of the SEBI Act.
Provisions invoked
- s. 15
- s. 19
- s. 11B
- s. 11
- s. 15H
- s. 15J
- s. 15F
Regulations
- Reg. 13(4)
- Reg. 13
- Reg. 17
- Reg. 21
- Reg. 23
- Reg. 3(1)
- Reg. 24
- Reg. 24(1)
- Reg. 17(1)
- Reg. 2(1)(a)
- Reg. 27(5)
- Reg. 2(1)(p)
- Reg. 27(1)
Parties
- Noticee 1 (manager to open offer)
- Noticee 2
- Noticee 3
- Noticee 4 (Chairman and Managing Director of Uniply)
- Noticee 5 (Independent Director)
- Noticee 6 (Independent Director)
- Noticee 7 (Nazeer Azam Sulthan)
- Noticee 8 (CFO of Uniply)
Holding
Noticee 1 (manager to open offer) did not violate regulation 27(1) of the Takeover Regulations, while Noticee 4 and Noticee 7 violated regulation 24(1) of the Takeover Regulations by permitting/appointing a representative of the Acquirers as a director of Uniply before the escrow deposit obligation was fulfilled; Noticees 2, 3, 5, 6 and 8 were given benefit of doubt.
Full text
Adjudication order in the matter of Uniply Industries Ltd. Page 2 of 43 Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “Takeover Regulations”).
Adjudication order in the matter of Uniply Industries Ltd. Page 3 of 43 Exchange Board of India, Act, 1992 (hereinafter referred to as “SEBI Act”) read with sub-section (1) of section 15-I of the SEBI Act and rule 3 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (hereinafter referred to as the “SEBI Adjudication Rules”) to inquire into and adjudge under section 15HB of the SEBI Act for the aforesaid alleged violations by the Noticees.
Adjudication order in the matter of Uniply Industries Ltd. Page 4 of 43 of face value of Rs. 2 each, constituting 8.50% of the emerging capital of Uniply along with complete control and management of Uniply.
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Source: SecMarx — sebi:Order/PM/PA/2022-23/18117-18124. 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.