sebi:Order/SM/DD/2022-23/16205

SEBI · SEBI · 2021-01-14 · Soma Majumder, Adjudicating Officer

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Penalty of Rs. 1,00,000 imposed on Noticee for violation of Regulation 13(3) read with 13(5) of PIT Regulations, 1992; allegation under Regulation 29(2) read with 29(3) of SAST Regulations for disposal of shares not tenable.

Provisions invoked

• s. 15A
• s. 15
• s. 15J
• s. 15F
• s. 28A

Regulations

• Reg. 7
• Reg. 7(1)
• Reg. 199
• Reg. 13(3)
• Reg. 29(1)
• Reg. 29
• Reg. 4
• Reg. 2
• Reg. 6
• Reg. 13(5)
• Reg. 29(2)
• Reg. 29(3)
• Reg. 7(2)

Parties

• M/s Aashish Developer

Holding

Noticee violated Regulation 13(3) read with Regulation 13(5) of PIT Regulations, 1992 by failing to disclose changes in shareholding exceeding 2% on January 23, 2013 and March 18, 2013, but did not violate Regulation 29(2) read with 29(3) of SAST Regulations for disposal of shares since Regulation 29(3) as applicable at the time did not prescribe timelines for disclosure of disposal of shares.

Full text

Adjudication Order in the matter of Sawaca Business Machines Limited Page 2 of 15 3 Vishal S. Shah 8,00,000 7.69 6,50,000 6.25 4 Jyotsna S. Shah 2,00,000 1.92 1,91,000 1.84 5 Yatin G. Shah 96,308 0.93 96,308 0.93 Total 32,00,000 30.77 33,91,097 32.60

Adjudication Order in the matter of Sawaca Business Machines Limited Page 3 of 15 7.1. During investigation, SEBI observed that the M/s Aashish Developer (hereinafter referred as “Noticee”) was part of the top 10 buy clients and sell clients concentration on BSE during the investigation period. It was observed that the Noticee was highest buyer, buying 5,95,650 shares (3.77% of total market volume) of the Company and was highest seller, selling 9,76,048 (6.19% of total market volume) shares of the Company. Pursuant to its trading in the scrip of the Company during the investigation period, the Noticee was required to make disclosures to the Company and BSE in compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred as “PIT Regulations”) and SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 (hereinafter referred as “SAST Regulations”). The details of the Noticee trading in the scrip of the Company during the investigation period (Annexure - A) and subsequent disclosures obligations is as follows:

Adjudication Order in the matter of Sawaca Business Machines Limited Page 4 of 15 Sr No Transa ction Dates No of Shares held before transacti on No of shares Bought(B ) / Sold(S) No of Shares Held after Transacti on % of Shares held after Transactio n to Total Share Capital Observation w.r.t. bridge of threshold Limit under provisions of SAST & PIT Reg Disclosures Required Disclosures Made 6 Time Period- (From 24/01/2 013 to 17/03/2 013 ) 5,45,897 (5.249%) 1,70,798 (S) 3,75,099 3.606% Did not cross threshold limit No NA 7 18/03/2 013 3,75,099 (3.606%) 3,75,099 (S) 0 0 Crossed 2% limit by selling shares when already holding more than 5% 29(2) of SAST Reg & 13(3) of PIT Reg No

Source: SecMarx — sebi:Order/SM/DD/2022-23/16205. 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.