sebi:Order/SBM/KL/2021-22/12847-12848

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

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Facts / Headnote

Adjudication proceedings initiated vide SCN dated April 26, 2021 disposed of; allegation of violation of Regulation 29(2) r/w Regulation 29(3) not established; no penalty imposed

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15I

Regulations

• Reg. 29
• Reg. 29(2)
• Reg. 29(3)
• Reg. 3(2)

Parties

• Mr. Ripu Sudan Kundra
• Ms. Shilpa Shetty Kundra

Holding

The Adjudicating Officer held that Mr. Ripu Sudan Kundra and Ms. Shilpa Shetty Kundra did not violate Regulation 29(2) read with Regulation 29(3) of the SAST Regulations, 2011 and disposed of the adjudication proceedings without imposing any penalty.

Full text

Adjudication order in the matter of Viaan Industries Limited. Page 2 of 11 March 2015. It was further observed that on October 29, 2015, the company came out with a preferential allotment of 5,00,000 equity shares of face value of Rs 10/- each at a premium of Rs 190/- per share to four persons, including Noticee nos 1 and 2 who were allotted 1,28,800 shares each in the said preferential allotment made by the company. In this regard, pursuant to the aforementioned allotment of the shares, it is alleged that the shareholding of the Noticees in the company had undergone change and therefore, Noticees were required to make the necessary disclosures to the stock exchange i.e BSE and to the company in terms of Regulation 29 (2) r/w Regulation 29 (3) of the SAST Regulations. However, the Noticees had allegedly failed to make the necessary disclosures within the stipulated time period. In view of the same, it is alleged that Noticees have violated the aforementioned provisions of the SAST Regulations.

Adjudication order in the matter of Viaan Industries Limited. Page 3 of 11 a. VIL was incorporated as Hindustan Safety Glass Industries Limited on October 19, 1982, as a public limited company. It was initially listed on the Calcutta Stock Exchange (CSE) and thereafter, it got listed on Bombay Stock Exchange (BSE) with effect from February 20, 2014, under direct listing. It is observed that the trading at CSE had stopped since 2013 and thereafter no trading took place in the scrip at CSE. Further, the shareholding pattern of the company and the promoters’ shareholding observed during the examination period / investigation period are given in the following tables. Table 1 – Promoters’ shareholding during the examination period QE March, 2015 QE June, 2015 QE September, 2015 QE December, 2015 Name

Adjudication order in the matter of Viaan Industries Limited. Page 4 of 11 c. From the observations made in the above table, the following allegations are made against the Noticees: i. It is observed that the promoters i.e Noticee no.1 and Noticee no.2 acquired 1,28,800 shares of the company each, valuing Rs. 2.57 crores (valued more than Rupees Ten lakhs) on October 29, 2015. In this regard, it is seen that as per the provisions of Regulation 29 (2) read with 29 (3) of the SAST Regulations (provisions governing the change in shareholding), Noticee no.1 and Noticee no.2 were required to disclose the aforementioned transactions, which resulted in change in their shareholding, to the company and to the stock exchange in the prescribed format, within two working days, from the date of acquisition of the aforementioned shares. However, it is alleged that the Noticees had disclosed the same to the company and to the stock exchange only in the month of May 2019, i.e. with a delay of more than three years. Therefore, it is alleged that Noticee no.1 and Noticee no.2 had violated the provisions of Regulation 29 (2) read with Regulation 29 (3) of SAST Regulations.

Source: SecMarx — sebi:Order/SBM/KL/2021-22/12847-12848. 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.