sebi:WTM/PS/01/IVD/ID-04/APRIL/2013
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Facts / Headnote
Directions to make public announcement/open offer within 90 days, pay 12% per annum interest on offer price to shareholders; no restraint directions issued against other noticees
Provisions invoked
- s. 11
Regulations
- Reg. 11
- Reg. 45
- Reg. 11(1)
- Reg. 35(2)(b)
Parties
- Ms. Sangeeta Sethia
- Mr. Swaminathan Rajendran
- Mr. Prabhat Sethia
- Shree Chand Sethia
- Mr. Naresh Chand Chandak
- Mr. Prashant Kumar Sethia
- Ivy League Schools Limited
- Ms. Ratna Devi Sethia
- Mr. Mahavir Golecha
- Mr. Rajkumar Sethia
- Ms. Shailaja Katar
Holding
Ms. Sangeeta Sethia, Mr. Swaminathan Rajendran and Mr. Prabhat Sethia were found to be persons acting in concert (PACs) who acquired more than 5% of the share capital of Filatex without making a public announcement, in violation of Regulation 11(1) of the Takeover Regulations, and were directed to make a public announcement within 90 days and pay 12% per annum interest to shareholders. The remaining noticees were held not to be acting in concert.
Full text
Page 2 of 11 namely Ms. Sangeeta Sethia, Mr. Swaminathan Rajendran, Mr. Prabhat Sethia, Shree Chand Sethia, Mr. Naresh Chand Chandak, Mr. Prashant Kumar Sethia, Ivy League Schools Limited, Ms. Ratna Devi Sethia, Mr. Mahavir Golecha, Mr. Rajkumar Sethia and Ms. Shailaja Katar (the original subscribers/ promoters/ PACs to the Memorandum of Association of Filatex) (hereinafter all collectively referred to as ‘noticees’) to show cause as to why suitable directions including directions to restrain from accessing the securities market for a specified period and to make an open offer should not be issued under Sections 11, 11B and 11(4) of the SEBI Act, 1992 read with Regulation 45 of the Takeover Regulations.
Page 3 of 11 had never attended any of the board/ committee meetings of Filatex. Filatex has also submitted to SEBI vide its letter dated July 26, 2011, that Rajkumar Sethia is neither the promoter nor the director of Filatex and that he is not concerned with the day to day affairs/ management of the company.
Page 4 of 11 Sethia, Prabhat Sethia, Rajkumar Sethia, Prashant Sethia and Mahavir Golecha, none of the noticees turned up for the personal hearing. Nor did SEBI receive any intimation in this regard. I note that SEBI has issued a press notification on May 16, 2012, as a mode of substituted service on Swaminathan Rajendran with an advice that in the absence of any reply, the matter would be proceeded ex-parte. It has been observed that the stipulated period mentioned in the publication has expired and considering the fact that sufficient opportunities have already been provided to the noticees for explaining their case, I am compelled to proceed ex-parte.
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Source: SecMarx — sebi:WTM/PS/01/IVD/ID-04/APRIL/2013. 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.