sebi:Order/SM/BK/2025-26/31966

SEBI · SEBI · 2025-06-03 · Sudeep Mishra, Adjudicating Officer

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Facts / Headnote

Penalty of Rs. 2,00,000 imposed under Section 15A(b) of SEBI Act, 1992

Provisions invoked

• s. 15A
• s. 15
• s. 19
• s. 15J
• s. 28A
• s. 180

Regulations

• Reg. 201
• Reg. 30
• Reg. 3
• Reg. 30(2)
• Reg. 30(6)

Parties

• Yash Chemex Ltd.

Holding

The Noticee violated Regulation 30(2) read with Regulation 30(6) and Clause 1 of Para A of Part A of Schedule III of LODR Regulations by delayed disclosure of acquisition and subsequent changes in subsidiary shareholding, and is liable to a monetary penalty of Rs. 2,00,000 under Section 15A(b) of the SEBI Act, 1992.

Full text

Adjudication Order in the matter of Yash Chemex Ltd. Page 2 of 12 and Imposing Penalties) Rules, 1995 read with Section 19 of the SEBI Act, 1992, the Competent Authority appointed Shri Amar Navlani, General Manager, SEBI as the Adjudicating Officer (AO) vide communique dated June 03, 2025 (erstwhile AO) to inquire into and adjudge under Section 15A(b) of the SEBI Act, 1992 for the alleged violation by the Noticee. Subsequent to the transfer of the erstwhile AO, vide communique dated September 19, 2025, the undersigned has been appointed as the Adjudicating Officer.

Adjudication Order in the matter of Yash Chemex Ltd. Page 3 of 12 Chronology of events 3.1 The company has acquired / sold the shares of Yasons Chemex Care Limited, subsidiary of the company, during the period October 2017 to December 2022 by undertaking the following transactions: S.No. Date of Acquisition No of shares Acquired Cumulative No of shares % of total paid up capital of total cumulative shares % of change in shareholding Due date of disclosure Actual date of disclosure 1 17/10/2017 3,25,000 3,25,000 65 65 18/10/2017 28/12/2023 2 18/11/2017 17,84,000 21,09,000 84.36 19.36 19/11/2017 28/12/2023 3 08/12/2017 10,000 21,19,000 50.98 -33.38 09/12/2017 28/12/2023 4 14/05/2018 3,83,000 25,02,000 60.19 9.21 15/05/2018 28/12/2023 5 02/06/2018 5,00,000 30,02,000 50.87 -9.32 03/06/2018 28/12/2023 6 30/09/2021 1,24,000 31,26,000 53.62 2.75 01/10/2021 28/12/2023 7 31/05/2022 1,24,000 32,50,000 55.71 2.09 01/06/2022 28/12/2023 8 08/08/2022 1,17,750 33,67,750 57.71 2 09/08/2022 28/12/2023 9 27/10/2022 1,27,750 34,95,500 59.88 2.17 28/10/2022 28/12/2023 10 01/12/2022 93,000 35,88,500 61.46 1.58 02/12/2022 28/12/2023 11 07/12/2022 2,03,500 37,92,000 64.91 3.45 08/12/2022 28/12/2023 12 09/12/2022 2,86,500 40,78,500 69.76 4.85 10/12/2022 28/12/2023

Adjudication Order in the matter of Yash Chemex Ltd. Page 4 of 12 30(2) of LODR Regulations, events specified in Para A of Part A of Schedule III of LODR Regulations are deemed to be material events. 3.8 As per Clause 1 of Para A of Part A to Schedule III of LODR Regulations, the company was required to disclose acquisition of subsidiary and more than 2% change in shareholding or voting pattern of the subsidiary from the previous disclosure. 3.9 In the current instance, it was observed that the company has acquired Yasons Chemex Care Limited on October 17, 2017 and has made several transactions for change in share holding pattern more than the limit as prescribed in the LODR Regulations. 3.10 From the details of the transactions made by the company and the date of disclosures as per para 2.1 submitted by the company in the suo-moto application filed by the company, it was observed that the company has not made disclosure in a timely manner as required under LODR Regulations i.e. within 24 hours of occurrence with events. 3.11 It may also be noted that the company has agreed to the non-compliances as the suo-moto application was filed by the company. 3.12 Therefore, the company has violated Regulation 30 (2) read with 30 (6) and Clause 1 of Para A of Part A to Schedule III of LODR Regulations as the company has not made timely disclosure of the acquisition and subsequent change in shareholding pattern of the company in excess of the prescribed limit as per LODR Regulations.

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