sebi:Order/SBM/KL/2021-22/12740-12742

SEBI · SEBI · 2021-02-01 · Suresh B Menon, Adjudicating Officer

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Facts / Headnote

Violations found; monetary penalty of Rs. 3,00,000 imposed jointly and severally

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15I
• s. 15J
• s. 15F

Regulations

• Reg. 7
• Reg. 3
• Reg. 7(2)
• Reg. 7(2)(b)

Parties

• Mr. Ripu Sudan Kundra
• Ms Shilpa Shetty Kundra
• Viaan Industries Ltd

Holding

Noticee nos. 1 and 2 violated Regulation 7(2)(a) and Noticee no. 3 violated Regulation 7(2)(b) of the PIT Regulations by disclosing the October 29, 2015 preferential allotment only in May 2019, and a joint and several penalty of Rs. 3,00,000 under Section 15A(b) of the SEBI Act was imposed.

Full text

Adjudication order in the matter of Viaan Industries Limited. Page 2 of 13 2. The shares of VIL are listed on the Bombay Stock Exchange (‘BSE’) and Noticee nos 1 and 2 are the promoters of VIL. It is observed that, on October 29, 2015, VIL made a preferential allotment of 5,00,000 equity shares to four persons and in the said preferential allotment 1,28,800 shares each were allotted to Noticee nos 1 & 2. In this regard, pursuant to the allotment of the shares through the preferential allotment, both Noticee nos 1 & 2 were required to make the necessary disclosure to the company in terms of the provisions of Regulation 7(2) (a) of the PIT Regulations, as the relevant transactions in question through the aforementioned preferential allotment exceeded Rupees Ten Lakh in value. Further, in terms of Regulation 7 (2) (b) of the PIT Regulations, the Company was required to make the necessary disclosures to the stock exchange within two trading days of the receipt of the disclosures from Noticee nos 1 and 2 or from becoming aware of such information pertaining to the transactions. During the course of investigation, it is observed that the Noticees allegedly failed to make the relevant disclosures required under Regulations 7 (2) (a) and 7 (2) (b) of the PIT Regulations within the stipulated time period. In view of the same, it is alleged that Noticees have violated the aforementioned provisions of the PIT Regulations and therefore, adjudication proceedings have been initiated agains

Adjudication order in the matter of Viaan Industries Limited. Page 3 of 13 held against the Noticees and why penalty be not imposed on them in terms of the provisions of section 15A(b) of the SEBI Act for the violations alleged to have been committed by the Noticees. The SCN, inter-alia, alleged the following :-

Adjudication order in the matter of Viaan Industries Limited. Page 4 of 13 c. In this regard, it is observed that during March 2015, Noticee no.1 and Noticee no.2 had acquired 15,73,660 shares of VIL (7,86,830 shares each and a total of 51.51% share capital of VIL), and also became the promoters of VIL. Subsequently, it is observed that during the quarter ended December 2015, there was a change in the promoters’ shareholding of VIL and also in the total paid-up share capital of VIL. It is seen that, on October 29, 2015, the company had made a preferential allotment of 5,00,000 shares to four persons and in the said preferential allotment a total of 2,57,600 equity shares (1,28,800 shares each) were allotted to the two promoters viz. Mr. Ripu/Noticee no. 1 and Ms. Shilpa/Noticee no. 2 under preferential basis. The transaction details and the disclosures made by the Noticees (promoters) in this regard are given below: -

Source: SecMarx — sebi:Order/SBM/KL/2021-22/12740-12742. 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.