sebi:PG/AO/99-101/2011

SEBI · SEBI · 2010-09-30 · Piyoosh Gupta, Adjudicating Officer

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Facts / Headnote

Violation established; penalty of Rs 10,00,00,000 imposed jointly and severally on the Noticees

Provisions invoked

• s. 15
• s. 15H
• s. 15J

Regulations

• Reg. 11
• Reg. 10

Parties

• Mrs Anita Mansukhani
• Mr Nikhil Mansukhani
• M/s JPA Holdings Pvt. Ltd.

Holding

The Noticees violated Regulation 11(1) read with 2nd proviso to Regulation 11(2) of the SAST Regulations by increasing aggregate promoter shareholding to 55.18% via warrant conversion without making a public announcement, and are liable to a monetary penalty of Rs 10,00,00,000 on joint and several basis under Section 15H of the SEBI Act.

Full text

Page 2 of 14 2010 to September 30, 2010, in violation of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as ‘PIT Regulations’). The shares of the company are listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Global Depository Receipts (GDR) of the company are listed on NASDAQ, Dubai and bonds issued by the company are listed on Singapore Stock Exchange (SSE).

Page 3 of 14 of the promoter group for the aforesaid quarters as obtained from the BSE website is given below. As per Shareholding pattern on BSE Website Computed from Trade data of SE March 31, 2010 June 30, 2010 Sept 30, 2010 June 30, 2010 Name of the Shareholder Number % Number % Number %age Number % Jagdishchandra Jhamaklal Mansukhani 9,910,007 18.51 10,326,309 18.85 10,326,309 18.85 10,326,309 18.85 Anita Mansukhani 446,580 0.83 696,580 1.27 696,580 1.27 696,580 1.27 Jagdish Jhamaklal Mansukhani HUF 57,500 0.11 57,500 0.10 57,500 0.10 57,500 0.10 Priyal Jagdish Mansukhani 1,365,978 2.55 1,365,978 2.49 1,365,978 2.49 1,365,978 2.49 JPA Holding Pvt. Ltd 693,448 1.30 943,448 1.72 959,517 1.75 959,517 1.75 Rameshchandra Mansukhani 10,262,026 19.17 10,262,026 18.73 10,262,026 18.73 10,262,026 18.73 Nikhil Mansukhani 1,160,047 2.17 1,910,047 3.49 1,910,047 3.49 1,910,047 3.49 Man Global Ltd 725,192 1.35 825,192 1.51 1,803,442 3.29 1,803,442 3.29 Deepa Rameshchandra Mansukhani 322,292 0.60 322,292 0.59 322,292 0.59 322,292 0.59 Heena Mansukhani 288,112 0.54 288,112 0.53 288,112 0.53 288,112 0.53 Rameshchandra Mansukhani HUF 72,200 0.13 72,200 0.13 72,200 0.13 72,200 0.13 Jhamaklal Mirchumal Mansukhani 810,831 1.51 820,306 1.50 820,306 1.50 810,831 1.48 Kimatdevi Jhamaklal Mansukhani 1,272,814 2.38 1,272,814 2.32 1,272,814 2.32 1,272,814 2.32 J Mansukhani 58,038 0.11 58,038 0.11 58,038 0.11 58,038 0.11 Narayandas Mankani 6,000 0.01 6,000 0.01 6,000 0.01 6,000 0.01 Bhagwanti Mank

Page 4 of 14 4. It was observed that during the quarter ending June, 2010, the aggregate promoters’ holding had increased from 53.36% to 55.18%, an increase of 1.82% due to the conversion of warrants by Anita Mansukhani, Nikhil Mansukhani and JPA on June 19, 2010. It was alleged that since total promoters’ shareholding increased to 55.18% thereby crossing the threshold limit of 55% without complying with Regulation 11 (1) read with 2nd proviso to Regulation 11 (2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the ‘SAST Regulations’), Anita Mansukhani (AM), Nikhil Mansukhani (NM) and JPA (hereinafter referred to as the ‘Noticees’) violated Regulation 11 (1) read with 2nd proviso to Regulation 11 (2) of the SAST Regulations.

Source: SecMarx — sebi:PG/AO/99-101/2011. 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.