sebi:WTM/PS/134/CFD/JAN/2016
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Facts / Headnote
Interim order dated June 04, 2013 confirmed against the Company, its directors, promoters and promoter group; SEBI directed to initiate other appropriate action including for misleading disclosures and potential Takeover Regulations violations.
Provisions invoked
- s. 19
- s. 21
- s. 12A
Regulations
- Reg. 3
- Reg. 10(1)(a)(i)
- Reg. 2(1)(q)(v)
- Reg. 10(1)
Parties
- Kesar Petro Products Limited
- Directors of Kesar Petro Products Limited
- Promoters and promoter group of Kesar Petro Products Limited
Holding
Kesar Petro Products Limited was held to be in continuous violation of the minimum public shareholding (MPS) requirement of 25% under Rule 19A of the SCRR and Clause 40A of the Listing Agreement read with Section 21 of the SCRA, and the interim order dated June 04, 2013 was confirmed against the Company, its directors, promoters and promoter group.
Full text
Page 2 of 8 with law. The interim order was to be treated as a show cause notice by those companies for action contemplated in paragraph 18 thereof.
Page 3 of 8 c. Pursuant to the Sanctioned scheme, the capital structure of the company was restructured in April 2008. SIL and Dinesh Sharma HUF acquired 65 lakh shares of the Company through fresh issuance. In the quarter ended June 2008, SIL holding 35 lakh shares (51.72 %) and Dinesh Sharma HUF holding 30 lakh shares (44.33 %) were shown as promoters of the Company. d. This continued till November 9, 2012, when SIL sold 17.50 lakh shares each (24.08 %) to Mr. Shreyas Sharma and Ms. Shruti Sharma respectively.According to the Company, the purchasers are not promoters of the company. Disclosures were made under regulation 10(1) (a) and 10(6) of the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011(Takeover Regulations) stating that the above purchase by Mr. Shreyas Sharma and Ms. Shruti Sharma were from immediate relatives of the directors of SIL. Hence, the acquirers were exempted from making any public offer. The copy of the disclosuresunder Takeover Regulations though claimed to be filed were not annexed with the reply. e. Subsequent to the acquisition, the shareholding of Mr. Shreyas Sharma and Ms. Shruti Sharma, were wrongly included in the ‘promoter category’ in the disclosures to BSE under clause 35 of the listing agreement for the quarters ended December 2012 and March 2013. The error was corrected in the shareholding pattern filed with BSE for the quarter ended June 2013. However, in the meanwhile, SEBI had passed the interim order on June 4, 2
Page 4 of 8 g. As on March 31, 2015 as shown in the above table, the company had complied with the MPS requirement. h. In the interim order, it is mentioned that the shares of the Company are suspended from BSE. However, the shares of the company were suspended for trading only in between September 2006 and June 16, 2014. The Company could not have increased its public shareholding by any of its methods due to suspension of its shares for trading in BSE. Therefore, one of the promoters, i.e., SIL on November 9, 2012 transferred the shares to Mr. Shreyas Sharma and Ms. Shruti Sharma in off-market transaction.
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Source: SecMarx — sebi:WTM/PS/134/CFD/JAN/2016. 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.