sebi:Order/SM/AR/2018-19/863-864

SEBI · SEBI · 2014-10-16 · Suresh B Menon, Adjudicating Officer

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Facts / Headnote

Exoneration - SCN dated January 8, 2016 disposed without imposition of penalty

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 11

Regulations

• Reg. 7
• Reg. 7(1)
• Reg. 13
• Reg. 13(1)
• Reg. 29(1)
• Reg. 13(4)
• Reg. 13(5)
• Reg. 29(3)
• Reg. 29
• Reg. 29(2)
• Reg. 7(2)
• Reg. 13U

Parties

• Akrur Khetan
• Anupama Khetan (also referred as Anupma Khetan)

Holding

The Noticees viz. Akrur Khetan and Anupma Khetan were exonerated from the allegations in the SCN dated January 8, 2016 alleging violation of Regulation 29(1) r/w 29(3) of SAST Regulations, 2011 and Regulations 13(1) and 13(4A) r/w 13(5) of PIT Regulations, 1992, and no monetary penalty under section 15A(b) of SEBI Act was imposed.

Full text

Page 2 of 17 relevant period, had not made the stipulated disclosures within the prescribed time period under the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as ‘SAST Regulations, 2011’) and SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as ‘PIT Regulations, 1992’). It was observed that the shareholding of the Noticees in the company had witnessed an increase during the relevant period as a result of the allotment of additional shares by way of preferential allotment made by the company.

Page 3 of 17 SHOW CAUSE NOTICE, REPLY AND PERSONAL HEARING: 4. A common Show Cause Notice ref. A&E/EAD-3/SBM-VB/969/2016 dated January 08, 2016 (hereinafter referred to as ‘SCN’) was issued to the Noticees under Rule 4(1) of the Adjudication Rules, to show cause as to why an inquiry should not be held against the Noticees and why penalty, if any, should not be imposed on the Noticees under the provisions of section 15A(b) of the SEBI Act for the aforementioned alleged violation of the provisions of SAST Regulations, 2011 and PIT Regulations, 1992, as mentioned in the SCN. The SCN issued to the Noticees inter alia, alleged the following:-  SEBI had conducted an examination in the scrip of Nivedita during the Examination Period. SEBI received an alert regarding appropriate disclosures that were not made by the Noticees who were represented by their guardian, in terms of the relevant provisions of the SAST Regulations, 2011 and PIT Regulations, 1992, as regards their activity in the scrip of the company during the above referred examination period.  During the examination period, it was observed that the Company had allotted 31,24,500 equity shares through preferential allotment on August 22, 2013 at an offer price of Rs 100/- per share (Rs 10/- plus premium of Rs 90/- per share), out of which 22,99,500 equity shares were allotted by the company to the promoter group and 8,25,000 shares were allotted to the non-promoter group. The date of receipt of allotment advice/acquisitio

Page 4 of 17 preferential allotment on August 22, 2013, his shareholding in the company increased from 3.73% to 6.40%. Similarly, Anupama Khetan's shareholding also increased from 1,30,400 shares (shares held before the preferential allotment) to 4,24,400 shares (total shares held after the preferential allotment) as she was allotted 2,94,000 shares on August 22, 2013 in the preferential allotment. The shareholding of Anupama Khetan also increased from 3.73% to 6.40% in view of the above mentioned preferential allotment.  It is observed that the Noticees represented by their legal guardian had failed to make the relevant disclosures within the prescribed time period as required to be made by them under the relevant provisions of SAST Regulations, 2011 and PIT Regulations, 1992. In respect of both Akrur Khetan and Anupama Khetan, pursuant to the aforementioned preferential allotment of shares, their individual shareholding in the Company had crossed the threshold limit of 5% to the total share capital of the Company. Thus, both Akrur Khetan and Anupama Khetan were required to make the necessary disclosures under the provisions of both SAST Regulations, 2011 and also under PIT Regulations, 1992. As per the disclosure requirements mandated in terms of the provisions of Regulation 29(1) read with Regulation 29(3) of the SAST Regulations, 2011, the Noticees represented by their legal guardian were required to make the necessary disclosures regarding the change in the shareholding

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