sebi:SRO/GR/AO-1/2019
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Noticee No.1 penalized Rs.2,00,000 and Noticee Nos.2 to 4 penalized Rs.1,00,000 each, payable within 45 days from receipt of order.
Provisions invoked
- s. 15
- s. 19
Regulations
- Reg. 7
- Reg. 7(1)
- Reg. 11
- Reg. 199
- Reg. 10
- Reg. 7(2)
- Reg. 30(3)
- Reg. 30
- Reg. 30(2)
- Reg. 201
Parties
- Shri. Ranjith Vijayan
- Shri. I.V. Vijayan
- Mrs. Repsy Vijayan
- Ms. Resmi Vijayan
Holding
Noticee No.1 violated Regulation 7(1A) read with Regulation 7(2) of the Takeover Regulations, 1997 and Regulation 30(2) read with Regulation 30(3) of the Takeover Regulations, 2011, and Noticee Nos.2 to 4 violated Regulation 30(2) read with Regulation 30(3) of the Takeover Regulations, 2011, attracting monetary penalty under Section 15A(b) of the SEBI Act.
Full text
Page 2 of 18 Resmi Vijayan (hereinafter referred to as “the Noticees”) had failed to comply with Takeover Regulations, 1997 and/or Takeover Regulations 2011.
Page 3 of 18 Concert; and co-promoted by Kerala State Industrial Development Corporation (KSIDC) (with their equity participation). The project idea was mooted by KSIDC through advertisement and Noticee No.2 was taking the call from them to venture into electronics manufacturing. Having limited resources to meet the cost overrun project cost, mainly due to the financial turmoil and rupee devaluation in 1992, KSIDC enhanced their stake and we also issued shares to employees and relatives as private placement.
Page 4 of 18 compelled the promoters to purchase these shares, even though the value was nil. Our intention was the settlement of bank liabilities smoothly by the purchaser of assets. And the Company and the public shareholders become liability free, to enable finding an acquirer for the company, so that there could be a rebirth of the Company and some benefit to public shareholders at a later stage. Similarly, KSIDC insisted that the shares held by them as co-promoter should also to be bought back by the promoter for them to approve the One Time Settlement of the Term Loan liabilities, as per the co-promotional agreement.
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Source: SecMarx — sebi:SRO/GR/AO-1/2019. 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.