sebi:Order/SM/AE/2022-23/18215-18216
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Facts / Headnote
Violations established; penalties imposed on both Noticees
Provisions invoked
- s. 15
- s. 15H
- s. 15J
- s. 28A
- s. 23I
- s. 23J
- s. 23E
- s. 23A
- s. 248
- s. 92
- s. 164(2)
Regulations
- Reg. 4(2)(f)
- Reg. 4(1)
- Reg. 31(1)
- Reg. 2
- Reg. 4(2)
- Reg. 4(1)(c)
- Reg. 32(1)
- Reg. 26(3)
- Reg. 4(1)(h)
- Reg. 31A(2)
- Reg. 17(5)(a)
- Reg. 134
Parties
- GKB Ophthalmics Ltd (Noticee 1)
- Mr. Gaurav Gupta (Noticee 2)
Holding
Noticee 1 (GKB Ophthalmics Ltd) violated Clause 35 of the erstwhile Equity Listing Agreement and Regulation 31(1) of LODR Regulations, 2015 by wrongly classifying brothers of KGG as public shareholders and by unilaterally reclassifying KMG & Others from Promoter/Promoter Group to Public without BSE approval. Noticee 2 (Mr. Gaurav Gupta) violated Regulation 4(2)(f)(iii)(6) and 26(3) of LODR read with Regulation 17(5)(a) and paragraphs 3 and 8 of the Code of Conduct by continuing as a director while disqualified under Section 164(2) of the Companies Act, 2013.
Full text
Page 2 of 46 aforesaid complaint, SEBI carried out an examination to ascertain if there was any violation of any of the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (herein after referred to as “LODR Regulations, 2015”) and the circulars issued thereunder, by Noticee 1 and by Mr. Gaurav Gupta (herein after referred to as “Noticee 2”) (Noticee 1 & 2 are collectively called ‘Noticees’).
Page 3 of 46 SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING 4. A common Show Cause Notice (SCN) dated August 12, 2021 was issued to the Noticees, under Rule 4(1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (hereinafter referred to as “SEBI Adjudication Rules”) and Rule 4(1) of the Securities Contracts (Regulation) (Procedure For Holding Inquiry And Imposing Penalties) Rules, 2005 (hereinafter referred to as “SC(R) Adjudication Rules”) in the matter to show cause as to why an inquiry should not be held against them under Rule 4 of the SEBI Adjudication Rules and Rule 4 of the SC(R) Adjudication Rules and penalty be not imposed for the alleged violations of Clause 35 of the erstwhile Equity Listing Agreement (effective till November 30, 2015) and Regulation 31(1) of LODR Regulations, 2015 (w.e.f. December 01, 2015), Regulations 31(1), 4(1)(c) and 4(1)(h) of LODR Regulations, 2015 by Noticee 1 and alleged violations of Regulations 4(2)(f)(iii)(6) and 26(3) of LODR Regulations, 2015 read with Regulation 17(5)(a) of LODR Regulations, 2015 read with para 3 and para 8 of the Company’s Code of Conduct for Directors and Senior Management by Noticee 2.
Page 4 of 46 c) Based on replies submitted by BSE and Noticee 1 and the allegation raised in the complaint of Mr. Rajiv Jhunjhunwala, SEBI observed the following: A. Non- classification of certain persons as promoters:
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