sebi:Order/VV/NK/2021-22/12349-12355

SEBI · SEBI · 2018-09-18 · Vijayant Kumar Verma, Adjudicating Officer

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Facts / Headnote

The Adjudicating Officer found the noticees liable for the alleged disclosure violations and found Noticees 3, 4 and 6 liable for the alleged off-market transaction violations. Monetary penalties were imposed or found leviable, but the penalty amounts are not available in the supplied text.

Provisions invoked

Regulations

Parties

Holding

The Adjudicating Officer found that the noticees acting as persons acting in concert failed to make the disclosures required under Regulations 29(2) and 29(3) of the SAST Regulations. The Officer also found the asserted loan-of-shares explanation unsupported and treated the relevant off-market transactions as violating the cited SCRA provisions; the supplied text does not show the penalty amounts.

Full text

In the matter of scrip of Jyoti Limited. Page 2 of 36 BACKGROUND: 1. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) received an anonymous whistle-blower complaint dated September 18, 2018 wherein it was inter-alia alleged that, in February 2015, first attempt of hostile takeover was made by group led by Bharat Patel, Hardik Patel, PAT Financial Consultants & Finquest Financial Solutions by giving requisition for removal of all 7 directors of Jyoti Limited (hereinafter referred to as "Company/Jyoti”) via Extraordinary General Meeting (EGM). Based on the pointers provided in the aforesaid complaint with respect to the scrip of Jyoti Ltd., SEBI conducted an investigation in the scrip of Jyoti Ltd. Since the allegation is with respect to acquisition of shares, the focus of the investigation was to ascertain whether there was any open offer / disclosure violations by certain entities under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “SEBI (SAST) Regulations, 2011”), in the scrip of Jyoti Ltd. during the period between January 01 ,2014 to June 30 ,2014 (hereinafter referred to as “investigation period”). However, wherever deemed necessary, reference was also made to outside this investigation period during an investigation.

In the matter of scrip of Jyoti Limited. Page 3 of 36 transfer of shares, relationship/ connection with the counterparty, consideration paid/ received, etc. towards the off-market transactions in compliance of Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as “SC(R)A, 1956”). Based on the

In the matter of scrip of Jyoti Limited. Page 4 of 36 APPOINTMENT OF ADJUDICATING OFFICER 5. SEBI has appointed the undersigned as the Adjudicating Officer vide Order dated January 13, 2021 under Sub-section (1) of Section 23-I of SCRA and Rule 3 of Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005 (hereinafter referred to as “SCR Rules”) and under Section 19 read with Sub-section (1) of Section 15-I of the SEBI Act, 1992 and Rule 3 of the SEBI (Procedure for Holding Inquiry and imposing penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as “Adjudicating Rules”) to inquire into and adjudge the alleged violations committed by the Noticees of the provisions of the corresponding Act, Notification and Regulations, under respective Sections of SCRA and SEBI. Noti cee No. Name of the Noticee Violations observed Initiation of Adjudication under the legal provisions 1 Bharat Jayantilal Patel

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Source: SecMarx — sebi:Order/VV/NK/2021-22/12349-12355. 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.