sebi:VSS/AO-12/2008
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Facts / Headnote
Monetary penalty imposed on Noticee
Provisions invoked
- s. 15A
- s. 15
- s. 15J
Regulations
- Reg. 8
- Reg. 8(3)
Parties
- KIIL
Holding
The Noticee violated regulation 8(3) of SAST for the years 1998 to 2002 and 2004 and 2005 by failing to disclose changes in promoter-group shareholding within 30 days of the dividend record date, and is liable for monetary penalty under section 15A(b) of the SEBI Act. A penalty of Rs.1,00,000 was imposed.
Full text
Page 2 of 13 to special resolution passed in its Annual General Meeting held on September 14, 2004. 3. An open offer was made by (1) M/s Kriti Corporate Services Private Limited along with (2) M/s Sakam investments (P) Ltd. (3) M/s Chetek Builders (P) Ltd. (4) Mr. Shiv Singh Mehta, (5) Mr. Praveen Kasliwal, (6) Ms. Jyoti Kasliwal, (7) Ms. Kamla Mehta, (8) Ms. Nandita Kasliwal, (9) Ms. Juhi Kasliwal, (10) Mr. Sajjan Singh Mehta, (11) M/s Kriti Auto Accessories Pvt. Ltd., (12) Ms. Purnima Mehta, (13) M/s Kasta Pipes Pvt.Ltd. (14) Ms. Raj Kumari Kothari, (15) Ms. Devki Mehta, (16) Mr. Saurabh Mehta, (17) Ms. Indrani Devi Kasliwal (hereinafter collectively referred to as ‘Acquirers’/‘promoter-group’) to the shareholders of KIIL vide public announcement dated September 14, 2006 in compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers Regulations) 1997 (hereinafter referred to as “SAST”) for acquisition up to 12,40,088 equity shares constituting 20% of the total share capital of the target company. As mentioned in the Letter of Offer dated November 27, 2006, the offer opened on December 01, 2006 and closed on December 20, 2006.
Page 3 of 13 provisions of the said regulations and therefore, liable for monetary penalty under section 15A (b) of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’). APPOINTMENT OF ADJUDICATING OFFICER 6. Mr. Piyoosh Gupta was appointed as Adjudicating Officer under section 15 I of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) read with rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as ‘Rules’) vide order dated March 05, 2007 to inquire into and adjudge under section 15A(b) the alleged violation of regulation 8(3) of SAST for the years 1998 to 2002 and for the years 2004 and 2005.
Page 4 of 13 a. The Registered office of KIIL is situated in Indore. The company operates from Indore city only and therefore, the services of professionals like company secretaries are scarcely available. b. The company did not have the privilege of availing the services of a qualified company secretary from 1998 to 2005, though the company, through various consultants at different times, made efforts to appoint a company secretary. c. Shri Shiv Singh Mehta, Managing Director of the company is an engineer by qualification and therefore, is not well acquainted with routine procedures and SEBI compliances. d. The seven occasions of the non-compliances which are mentioned in the SCN had taken place when the company did not have a company secretary. e. The company had made the compliances and is compliant of the annual disclosure requirement as mentioned in regulation 8(3) of SAST. Following are the details of annual disclosures that have been made by the company and these are on records of the Stock Exchanges where the securities of the company are listed.
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Source: SecMarx — sebi:VSS/AO-12/2008. 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.