sebi:SO//PSD/2025-26/8274

SEBI · SEBI · 2025-06-13 · Ananth Narayan G. and Kamlesh C Varshney, Whole Time Members

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Facts / Headnote

Settled

Provisions invoked

Regulations

Holding

Any proceedings that may be initiated for the alleged violations are settled in respect of the Applicant upon payment of Rs. 6,20,000, and SEBI shall not initiate any enforcement action for the said violations.

Full text

2 entitlement in full or in part to one or more persons. Due to the renunciation of rights by existing shareholders in favour of third parties, the Applicant allotted shares to a total of 267 persons (221 persons in the first issue and 46 persons in the second issue) during Financial Year 2014-15. On May 16, 2022, the applicant has redeemed the entire 1,41,02,329 NCRPS as part of the Board of Directors’ objective to optimize the company’s share capital structure and also in accordance with the option availed by the shareholders. This allotment to more than 200 persons triggered Section 42(11) of the Companies Act, 2013, resulting in the issuance of NCRPS to be considered as deemed public issue.

3 Members of SEBI on September 05, 2025. Subsequently, a Notice of Demand for the said amount was issued to the Applicant on September 11, 2025. The Applicant informed about the remittance of the aforesaid settlement amount on September 18, 2025 and SEBI has confirmed credit of the same.

2.3 As a consequence of the deemed public issue classification, the Applicant allegedly violated Section 42(11) of the Companies Act, 2013, read with Rule 14(2) of the Share Capital & Debentures Companies (Prospectus and Allotment of Securities) Rules, 2014, from January 3, 2015, to May 16, 2022.

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Source: SecMarx — sebi:SO//PSD/2025-26/8274. 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.