sebi:SO/AB/EFD2/2023-24/7136
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Facts / Headnote
Settled qua the Applicant upon payment of settlement amount
Provisions invoked
- s. 19
- s. 15J
Regulations
- Reg. 25
- Reg. 28
- Reg. 23
Holding
Proceedings that may be initiated for the violations mentioned at paragraph 1 are settled qua the Applicant upon payment of Rs.10,00,000, and SEBI shall not initiate enforcement action for the said violations subject to its rights under Regulation 28.
Full text
Page 2 of 4 (d) In terms of Clause I (A)(3)(b) of Annexure – I of the SEBI Circular dated March 10, 2017, the percentage of shareholding of pre-scheme public shareholders of a listed entity and the Qualified Institutional Buyers of an unlisted entity, in the post scheme pattern of the “merged” company shall not be less than 25%. (e) At the time of filing the application with BSE for prior approval on the scheme, the Applicant as well as the BSE failed to note that the applicant was non-compliant with SEBI circular CFD/DIL3/CIR/2017/21 dated March 10, 2017. This was pointed out by BSE only at the time of filing the listing application of OCPS on October 09, 2019. (f) After allotment when the company applied for listing of 62,84,868 equity shares and 18,33,087 OCPS issued on account of Scheme of merger, on November 20, 2019, the company was requested to provide an undertaking as regards compliance with Clause I (A)(3)(b) of Annexure – I of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. (g) The undertaking given to BSE stated as follows: “The Company hereby undertakes that the Company shall allow to convert such number of OCPS so that the Company shall comply with the pre- scheme minimum public shareholding as per the compliance with Clause I (A)(3)(b) of Annexure – I of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.” In view of above undertaking, the applicant was restricted from converting 4,05,561 Listed OCPS into equity shares in
Page 3 of 4 (i) Thereafter, the Applicant filed this application to settle the lapse of non- compliance with Clause I (A)(3)(b) of Annexure – I of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.
Page 4 of 4 (i) any representation made by the Applicant in the present settlement proceedings is subsequently found to be untrue; (ii) the Applicant has breached any of the clauses/ conditions of undertakings/ waivers filed during the present settlement proceedings; and (iii) there was a discrepancy while arriving at the settlement terms.
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Source: SecMarx — sebi:SO/AB/EFD2/2023-24/7136. 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.