sebi:Order/SV/RM/2023-24/30176-30179
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Facts / Headnote
Violations established against Noticee 1 under LODR and against Noticees 2, 3 and 4 under SAST; monetary penalty imposed, including Rs. 2,00,000 on Noticee 4.
Provisions invoked
- s. 11B
- s. 11
- s. 15A
- s. 15
- s. 15J
- s. 15F
- s. 28A
- s. 23A
- s. 23I
- s. 23J
- s. 23
Regulations
- Reg. 29
- Reg. 31
- Reg. 29(2)
- Reg. 29(3)
- Reg. 201
- Reg. 31(1)
- Reg. 58
- Reg. 30
- Reg. 31A
- Reg. 27(2)
- Reg. 31A(8)(a)
- Reg. 31A(8)
Parties
- Perfect Octave Media Projects Ltd. (Noticee 1)
- Noticee 2
- Noticee 3
- Rutmarg Commercials Pvt. Ltd. (Noticee 4)
Holding
Noticee 1 violated Regulation 31A(8)(a) and Regulation 30 read with Schedule III of LODR by delayed disclosures, and Noticees 2, 3 and 4 violated Regulation 29(2) read with Regulation 29(3) of SAST by incorrect and non-disclosure of off-market share transfers mischaracterised as pledge.
Full text
Adjudication Order in the matter of Perfect Octave Media Projects Ltd. Page 2 of 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as LODR Regulations) b. Under Section 15A(b) of SEBI Act, 1992 against Noticee 2, 3 and 4 for the alleged violations of Regulation 29(2) read with Regulation 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as SAST Regulations)
Adjudication Order in the matter of Perfect Octave Media Projects Ltd. Page 3 of 36 6. In response to the aforesaid allegation Noticee 1 submitted the following comments: a. Noticee 2, is the promoter of the Company and there is no change in this status. While he resigned as a director from the board of directors of the Company, there is no documentation from Noticee 2 regarding the transfer of shares held by him as the promoter. b. Noticee 4 owned shares of the Company originally to the extent of 24%. The new shares have come into Rutmarg and associate's possession only as the collateral security and not on account of sale / purchase. c. Disclosures related to December 2017 and prior period were done under the board and leadership of Noticee 2 and the Company is not in a position to comment on incorrect shareholding pattern as neither the minutes of board meeting nor any assets have been handed over to the Company by Noticee 2.
Adjudication Order in the matter of Perfect Octave Media Projects Ltd. Page 4 of 36 e. In terms of Regulations 31 of LODR and SEBI circular dated November 30, 2015, even those entities which do not hold any shares in the listed entity but form a part of the promoter group have to be disclosed in the statement showing shareholding pattern of the promoter and promoter group. Hence, the Company has violated the provisions of SEBI circular dated November 30, 2015 and Regulation 31 of LODR.
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Source: SecMarx — sebi:Order/SV/RM/2023-24/30176-30179. 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.