sebi:PKK/AO/192/2011
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Facts / Headnote
Penalty imposed on Noticee for non-compliance with SEBI direction
Provisions invoked
- s. 15
- s. 15H
- s. 15I
- s. 15J
- s. 441
- s. 536
- s. 536(2)
Regulations
- Reg. 23
- Reg. 200
Parties
- Mr. P.S. Saminathan
Holding
The Noticee failed to comply with SEBI's direction dated December 23, 2010 to make a public offer to acquire shares of PSTL, constituting a contravention of Section 15HB of the SEBI Act, and a penalty of Rs. 5,00,000 was imposed.
Full text
Page 2 of 8 Officer) Rules, 1995 (hereinafter referred to as the Adjudicating Rules) to enquire into and adjudge under Section 15HB of the SEBI Act for the alleged violations by the Noticee.
Page 3 of 8 Further under Section 536 of Companies Act, after the commencement of winding up, any transfer of shares or alterations in the status of its members is void. For PSTL, the winding up had been commenced well before the said order. Under Section 441 of Companies Act, the winding up of the company shall be deemed to commence at the time of presentation of the petition which is June 18, 2009. c. The accounts of the PSTL had been duly passed by the Audit committee and duly signed by two directors and as far as individual culpability is concerned, nothing has been alleged or established and no similar direction had been given to them. d. The Noticee is in no financial position or other position to file these things or to make an open offer. The Noticee had appealed to the Chairman SEBI on May 17, 2011 to consider the relevant facts and withdraw the
Page 4 of 8 allotted warrants. However, it is held in Adjudicating Officer’s order dated October 03, 2011 against Mrs. Saminathan “I observe that in the instant matter, the required consideration have been bought…. In view of the above, I accept the submission of the Noticee. Hence, the violation of provision of SEBI (DAS guidelines read with SEBI ICDR regulations does not stand established against the Noticee)”. In view of the above finding of fact, there might be reconsideration on the original orders by the SEBI on this issue. b. Further, the Noticee forwarded a copy of the order dated September 03, 2010 of the Honourable High Court of Judicature at Madras clarifying its
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Source: SecMarx — sebi:PKK/AO/192/2011. 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.