sebi:QJA/PR/IVD/ID13/28356/2023-24

SEBI · SEBI · 2022-10-20 · Pramod Rao, Executive Director

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Provisions invoked

Regulations

Parties

Holding

The adjudicator rejected the Noticees’ contention that Regulation 301 of the ICDR Regulations, 2018 could not be invoked in relation to alleged violations of Regulation 73 of the ICDR Regulations, 2009. The adjudicator also recorded that the time for initiation of proceedings was to be reckoned from BSE’s notice to the Company dated March 28, 2016, rather than from the dates of the preferential issues.

Full text

Final Order in the matter of Tilak Ventures Limited Page 2 of 67 SHOW CAUSE NOTICE, REPLIES AND PERSONAL HEARING: 2. On the basis of the findings of the investigation, a Show Cause Notice dated October 20, 2022 (hereinafter referred to as the “SCN”) was issued to the Company, Mr. Girraj Kishor Agrawal – managing director of the Company (hereinafter referred to as the “Noticee No. 2”) and Ms. Tanu Girraj Agrawal – director of the Company (hereinafter referred to as the “Noticee No. 3”) (Noticee No.1, Noticee No. 2 and Noticee No. 3 are hereinafter together referred to as the “Noticees”), calling upon them to show cause why appropriate directions under Sections 11B(1) read with Section 11(1) of the SEBI Act should not be issued for the violations of the provisions of the SEBI Act and PFUTP Regulations. Noticees were also called upon to show cause as to why penalty under Sections 11(4A) and 11B(2) read with Section 11(1) and Sections 15HA of the SEBI Act should not be imposed for the alleged violations of provisions of ICDR Regulations and PFUTP Regulations. Further, Noticee No. 1 was called upon to show cause as to why appropriate directions under Sections 11B(2) and 11(4A) of SEBI Act read with Section 11(1) of SEBI Act, and Section 12A(2) and 23A(a) of SCRA and Section 15A(b) of SEBI Act should not be issued for violation of Clause 43 of the listing agreement read with Section 21 of SCRA and provisions of the LODR Regulations. The Noticees were advised to file their replies w

Final Order in the matter of Tilak Ventures Limited Page 3 of 67 4. Noticee No. 1 filed its reply dated January 18, 2023, and Noticees No. 2 and 3, filed their respective replies dated January 19, 2023. Subsequently, an opportunity of personal hearing was granted to the Noticees on March 09, 2023. Mr. Vinay Chauhan, Advocate and Mr. Shantibhushan Nirmal, Advocate appeared and reiterated the contents of the written replies filed by the Noticees and sought a week’s time to file additional written submissions. Noticees filed post- hearing written submissions vide a common reply dated March 14, 2023.

Final Order in the matter of Tilak Ventures Limited Page 4 of 67 Provisions of ICDR Regulations, 2009: Disclosures. 73. (1) The issuer shall, in addition to the disclosures required under section 173 of the Companies Act, 1956 or any other applicable law, disclose the following in the explanatory statement to the notice for the general meeting proposed for passing special resolution: (a) the objects of the preferential issue; (b) the proposal of the promoters, directors or key management personnel of the issuer to subscribe to the offer; (c) the shareholding pattern of the issuer before and after the preferential issue; (d) the time within which the preferential issue shall be completed; (e) the identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: Provided that if there is any listed company, mutual fund, bank or insurance company in the chain of ownership of the proposed allottee, no further disclosure will be necessary. (f) an undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so; (g) an undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated i

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Source: SecMarx — sebi:QJA/PR/IVD/ID13/28356/2023-24. 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.