sebi:WTM/PS/13/IVD/ID-04/OCT/2012

SEBI · SEBI · 2012-02-02 · Prashant Saran, Whole Time Member

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Facts / Headnote

Interim directions issued against Vivek Sharma vide ad-interim ex-parte Order dated December 28, 2011 revoked

Provisions invoked

• s. 19

Parties

• Vivek Sharma

Holding

The directions issued against Mr. Vivek Sharma vide the ad-interim ex-parte Order dated December 28, 2011 are revoked. The order is without prejudice to any enforcement action SEBI may take upon completion of the investigation.

Full text

Page 2 of 3 their objections, if any, within twenty one (21) days from the date of the said order and also avail opportunity of personal hearing, if they so desire. Pursuant to the same, Vivek Sharma made submissions/ objections vide his letter dated February 02, 2012. Thereafter, an opportunity of personal hearing was afforded to him on March 09, 2012 before me, when he appeared and made submissions. Vivek Sharma also filed written submissions on the date of hearing which were taken on record. The submissions of Vivek Sharma in brief are as under: a. No specific allegation have been made against him in the interim order. b. He became independent director on the board of Brooks on October 01, 2010 and do not hold shares in the company. Further, he was not involved in the day to day management and affairs of the company. He was not been paid any sitting fee/ remuneration as an independent director. c. He had not attended the board meeting held on May 25, 2011, July 02, 2011 and July 21, 2011 where Brooks had decided to raise funds by way of ICDs. He was not the part of any decision taken in regard to ICDs and was not aware about these. d. On becoming aware about the alleged non-disclosure, he resigned from the board of the company as an independent director w.e.f. January 06, 2012. e. As a member of Audit committee, he attended meetings of audit committee held on March 31, 2011 and May 26, 2011 and in all these audit committee meetings the discussion or decisions taken were wi

Page 3 of 3 2011 when Brooks had decided to raise funds by way of ICDs to fund its capital expenditure. I note the submission of Vivek Sharma that he was not involved in the day- to-day management/ affairs of the company and was not aware of the decisions taken regarding the ICDs. It is observed that the directions issued vide the interim order against the independent directors are interim in nature and were issued on the basis of prima facie

3. I have considered the replies/ objections filed by Vivek Sharma, the submissions made during the personal hearing and the relevant material available on record. The limited issue to be considered in this Order is to decide whether, based on the available material on record and after considering the submissions made by Vivek Sharma, the directions issued by SEBI vide interim order need to be continued, revoked or modified in any manner, in so far as it relates to Vivek Sharma.

Source: SecMarx — sebi:WTM/PS/13/IVD/ID-04/OCT/2012. 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.