sebi:Order/SM/AR/2018-19/1094-1100
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Penalty imposed: Rs 7,00,000/- jointly and severally on all Noticees for violation of Regulation 12(1) of PIT Regulations, 1992 by Noticee 1 and violation of Clause 1.2 of the Model Code of Conduct read with Regulation 12(1) of PIT Regulations, 1992 by Noticees 2 to 7.
Provisions invoked
- s. 15
- s. 15H
- s. 15J
Regulations
- Reg. 12(1)
Parties
- 8K Miles Software Services Limited
- Mr. Venkatachari Suresh
- Mr. R S Ramani
- Mr. M V Bhaskar
- Ms. T. P. Saira
- Mr. Gulabchand Pukhraj Surana
- Mr. Ravi Surana
Holding
Noticee 1 (8K Miles Software Services Limited) violated Regulation 12(1) of the PIT Regulations, 1992 by adopting a Code of Conduct that diluted the mandatory six-month opposite-transaction restriction to a 30-day holding period, and Noticees 2 to 7, as directors, violated Clause 1.2 of the Model Code of Conduct for failing to supervise the adoption of a Code of Conduct as near thereto the Model Code.
Full text
Page 2 of 16 Bombay Stock Exchange (hereinafter referred to as ‘BSE’), Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted a
Page 3 of 16 Prevention of Insider Trading for Listed Companies, as they failed to supervise the adoption and implementation of the Model Code of Conduct for Prevention of Insider Trading for Listed Companies, as specified in Part- A of Schedule-I stipulated under Regulation 12(1) of the PIT Regulations.
Page 4 of 16 contents. The relevant excerpts from the submissions made by the Noticees are as under:- a. It appears that the notice has been prepared on the basis of the inquiry conducted by SEBI in the scrip of the Company which was in turn based on the investigation carried out in the scrip. However, it is pertinent to mention that no reason has been assigned as to why this period has been specifically chosen by SEBI. It seems that the Regulator has picked up a random period based on its own whims and fancies, which defies any logic. b. I have supervised the implementation of Model Code of Conduct (MCC), wherein the compliance officer has set forth policies, procedures, monitored adherence to the rules for the preservation of “Price Sensitive Information”, pre-clearing; of designated employees’ and their dependents’ trades as well as monitoring of trades. (i) I reviewed all the clauses of the Code of Conduct once again and it came to my notice that there was difference in the language of the one clause of Code of Conduct adopted by the Company and MCC specified in Part A of Schedule 1 of PIT regulations. The following is the clause 4.2 of Model Code of conduct as per PIT Regulations which states as follows- “All directors/ officers/ designated employees who buy or sell any number of shares of the company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next six months following the prior transaction”. (ii) However, the clause ado
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Source: SecMarx — sebi:Order/SM/AR/2018-19/1094-1100. 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.