sebi:SO/VV/AA/2020-21/4166
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Facts / Headnote
Settled - adjudication proceedings disposed of on settlement terms
Provisions invoked
- s. 15
- s. 15H
- s. 15J
- s. 23J
- s. 23
- s. 23H
Regulations
- Reg. 25
- Reg. 28
- Reg. 23(1)
- Reg. 3(1)
- Reg. 4(2)(f)
- Reg. 23(2)
- Reg. 23(4)
- Reg. 34(3)
Parties
- Shri Sailesh T. Desai
Holding
The adjudication proceedings initiated against Shri Sailesh T. Desai vide SCN dated May 19, 2020 are disposed of in terms of Section 15JB of the SEBI Act, 1992 and Section 23JA of the SCRA read with regulation 23(1) of the Settlement Regulations on the basis of the settlement terms.
Full text
Page 2 of 4 (i) Prior approval of the audit committee for transactions with AML, as required under regulation 23(2) of SEBI (LODR) Regulations, 2015, was not obtained. (ii) Considering that the transactions with AML would have qualified as material related party transactions, it required approval of shareholders under regulation 23(4) of SEBI (LODR) Regulations, 2015, which was not obtained. (iii) Disclosure of related party transactions with AML in the Annual Reports for FY 2015-16 and FY 2016-17, as required under regulation 34(3) read with schedule V of SEBI (LODR) Regulations, 2015, was not made. (iv) The above resulted in violation of regulation 23(2), 23(4) and 34(3) of SEBI (LODR) Regulations, 2015 by SPIL. Since a company acts through its board of directors and the directors are responsible for all the acts of omission and commission by the company. In view of the same, Shri Sailesh T. Desai (hereinafter referred to as the ‘Applicant’), being the Whole Time Director of SPIL, was in-charge of its operations and decision making process, therefore, it was observed that the Applicant had violated the provisions of regulations 4(2)(f), 23(2) and 23(4) of SEBI (LODR) Regulations, 2015.
Page 3 of 4 adjudge under Section 15HB of the SEBI Act, 1992 and Section 23H of SCRA for the aforesaid alleged violations committed by the Applicant.
Page 4 of 4 email dated January 19, 2021 has confirmed the receipt of the settlement amount. 7. Therefore, in view of the acceptance of the settlement terms and the receipt of settlement amount as above by SEBI, the instant adjudication proceedings initiated against the Applicant vide SCN dated May 19, 2020 are disposed of in terms of Section 15JB of the SEBI Act, 1992 and Section 23JA of the SCRA read with regulation 23(1) of the Settlement Regulations on the basis of the settlement terms.
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Source: SecMarx — sebi:SO/VV/AA/2020-21/4166. 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.