sebi:Order/SR/SM/2019-20/6036/137

SEBI · SEBI · 2016-03-18 · Sangeeta Rathod, 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 imposed on Noticee for violation of PIT Regulations, 1992; SAST Regulations, 1997 violation not established

Provisions invoked

• s. 15A
• s. 15
• s. 15J
• s. 28A

Regulations

• Reg. 7
• Reg. 7(1)
• Reg. 11
• Reg. 13(3)
• Reg. 12
• Reg. 7(2)
• Reg. 201
• Reg. 35

Parties

• Mayfair Capital Private Limited

Holding

The Noticee violated regulations 13(3) r/w 13(5) of PIT Regulations, 1992 r/w regulation 12 of PIT Regulations, 2015 by failing to disclose changes in shareholding exceeding 2%, but did not violate regulations 7(1A) r/w 7(2) of SAST Regulations, 1997 as it was not an acquirer. A penalty of Rs. 3,00,000 was imposed under section 15A(b) of the SEBI Act, 1992.

Full text

Adjudication Order in respect of Mayfair Capital Private Limited in the matter of Unitech Limited Page 2 of 15 Takeovers) Regulations, 2011 (in short SAST Regulations, 2011) and regulations 13(3) r/w 13(5) of SEBI (Prohibition of Insider Trading) Regulations, 1992 (in short PIT Regulations, 1992) r/w regulation 12 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (in short PIT Regulations, 2015).

Adjudication Order in respect of Mayfair Capital Private Limited in the matter of Unitech Limited Page 3 of 15 a) IA observed that the shareholding pattern of promoters in the scrip of Unitech for quarters ending June 2008, September 2008, December 2008 and March 2009 reduced from 74.56% as on quarter ending September 2008 to 67.46% of total share capital as on quarter ended Dec 2008, which is a reduction of 7.10%. The shareholding of the promoter entities viz., Prakausali Investments India Private Limited and Mayfair Investments Private Limited changed during the relevant period and later on these two promoters amalgamated with the Noticee. The details of transactions for which there is change in shareholding of the Noticee ( i.e the two promoter entities) given below:

Adjudication Order in respect of Mayfair Capital Private Limited in the matter of Unitech Limited Page 4 of 15 Date Particulars Change in no. of shares Change as % of company' s share capital Cumul ative Chang e Balance shares % of share capital Increase Decrease 1-Oct-08 Opening balance as on 01/10/2008 -

Source: SecMarx — sebi:Order/SR/SM/2019-20/6036/137. 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.