sebi:Order/PM/SM/2021-22/13286

SEBI · SEBI · 2021-03-03 · Prasanta Mahapatra, Adjudicating Officer

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Facts / Headnote

Penalty of Rs. 10,00,000 imposed on the Noticee under section 15H(ii) of the SEBI Act, 1992 for violation of regulation 13(2)(b) of SAST Regulations, 2011.

Provisions invoked

• s. 15
• s. 15H
• s. 15J

Regulations

• Reg. 14(1)
• Reg. 8(2)
• Reg. 3(3)
• Reg. 3(2)
• Reg. 76
• Reg. 2(2)
• Reg. 13(2)(b)

Parties

• Shri Yogen Khosla

Holding

The Noticee violated regulation 13(2)(b) of SAST Regulations, 2011 by not making the Public Announcement within the specified time, and is liable for monetary penalty under section 15H(ii) of the SEBI Act, 1992. A penalty of Rs. 10,00,000/- was imposed on the Noticee.

Full text

Adjudication order in respect of Shri Yogen Khosla in the matter of Capital Trust Ltd. Page 2 of 14 regulation 13(2)(b) of SAST Regulations, 2011 Accordingly, SEBI initiated adjudication proceedings against the Noticee for the aforesaid alleged violation of SAST Regulations, 2011. APPOINTMENT OF ADJUDICATING OFFICER

Adjudication order in respect of Shri Yogen Khosla in the matter of Capital Trust Ltd. Page 3 of 14 target Company in lieu of conversion of warrants. Pursuant to the conversion of these warrants, the shareholding of the Noticee in the Target Company was increased from 30.03% to 38.26%. Meanwhile, another promoter of the Target Company namely Indo Crediop Pvt. Ltd. sold 1,13,698 shares on July 21, 2015 and 70,250 shares on July 28, 2015. Therefore, overall promoter shareholding increased from 72.05% to 73.18% of the paid capital of the Target Company. The pre and post shareholding of promoters pursuant to the aforesaid sale of shares and conversion of warrants is provided below: Name of the promoter Pre shareholding % of paid capital (75,00,000 shares) Post- shareholding % of paid capital (85,00,000 shares) Noticee 22,52,024 30.03% 3,52,024 38.26% Indo Crediop Pvt. Ltd 31,51,833 42.02% 29,67,885 33.92% Total 54,03,857 72.05% 61,08,857 73.18% (b) It is observed that due to the above acquisition in the Target Company, the Noticee was coming under the creeping acquisition limit of 5% as prescribed under regulation 3(2) of SAST Regulations, 2011 and accordingly, triggered the open offer under regulation 3(2) read with 3(3) of t SAST Regulations, 2011. For the said triggered open offer, Noticee was required to make Public Announcement on July 28. 2015 under regulation 13(2)(b) of SAST Regulations,

Adjudication order in respect of Shri Yogen Khosla in the matter of Capital Trust Ltd. Page 4 of 14 4. The aforesaid SCN served to the Noticee and Noticee submitted his reply vide letter dated June 07, 2021. In the interest of natural justice, hearing notice was sent through digitally signed e-mail and Noticee was granted an opportunity of hearing on June 24, 2021. Noticee alongwith the authorized representatives attended the hearing scheduled on June 24, 2021 and reiterated the submissions made by the Noticee vide letter dated June 07, 2021. Reply of the Noticee vide letter dated June 07, 2021 are as follows:

Source: SecMarx — sebi:Order/PM/SM/2021-22/13286. 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.