sebi:SO/AS/EFD2/2023-24/7231
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Facts / Headnote
Settlement of potential enforcement proceedings for violations of Regulation 23(2) and Regulation 23(4) of the LODR Regulations upon payment of ₹11,60,000/-
Provisions invoked
- s. 19
- s. 15J
Regulations
- Reg. 25
- Reg. 28
- Reg. 23
- Reg. 23(2)
- Reg. 23(4)
Holding
The Applicant's potential violations of Regulation 23(2) (prior Audit Committee approval for related party transactions) and Regulation 23(4) (prior shareholder approval for material related party transactions) of the LODR Regulations are settled upon payment of ₹11,60,000/-, and SEBI shall not initiate enforcement action for the said violations.
Full text
2 2.3 Further, Regulation 23(2) of the LODR Regulations requires that all the related party transactions shall require the prior approval of the Audit Committee of the listed entity.
3 2.9 Further, Regulation 23(4) of the LODR Regulations inter alia provides that all material related party transactions shall require prior approval of the shareholders. Considering that the Applicant had crossed the materiality threshold of ₹1,000 Crore, the Applicant was required to obtain prior approval of its shareholders for transactions with BAEI during the F.Y. 2022- 23.
4 6. On the basis of the facts stated above, in exercise of the powers conferred under Section 15JB read with Section 19 of the Securities and Exchange Board of India Act, 1992 and in terms of Regulation 23 of the Settlement Regulations, it is hereby ordered that any proceedings that may be initiated for the violations as mentioned at paragraph 1 above, are settled in respect of the Applicant on the following terms:
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Source: SecMarx — sebi:SO/AS/EFD2/2023-24/7231. 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.