sebi:WTM/PS/40/CFD/OCT/2014
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Facts / Headnote
Directions issued vide interim order dated June 04, 2013 revoked; matter referred for adjudication proceedings under Sections 23E and 23H of the Securities Contracts (Regulation) Act, 1956
Provisions invoked
- s. 19
- s. 23I
- s. 12A
Parties
- Tulive Developers Limited
- directors
- promoters
- promoter group
Holding
The Company failed to comply with the Minimum Public Shareholding (MPS) requirement through prescribed modes by selling promoter shares directly in the open market without SEBI's prior approval, and the matter is referred for adjudication under Sections 23E and 23H of the SCRA, 1956.
Full text
Page 2 of 4 4. The submissions of the Company are as under: a. The Company, had received disclosures under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 1992 from one of its Promoter and Director, Mr. Atul Gupta, intimating therein the sale of 1,03,500 shares representing 2.97% of the paid up share capital of the Company on June 03, 2013 in open market. b. The above sale has resulted in the increase of the public shareholding in the Company to 25.01% as on June 03, 2013. c. The Company believed that the minimum threshold for the Offer for Sale (OFS) is ₹ 25 Crore and such threshold should be achieved either at 1% or 10% or such lesser percentage so as to achieve MPS. As it was not achieving the ₹ 25 Crore threshold, it bonafidely thought that it could not avail the OFS mode and had sold the equity shares in the secondary market. d. The Company also requested SEBI to consider its case for post facto approval. e. Prior to the disinvestment, the Company had 177 shareholders.
Page 3 of 4 which public shareholding may be raised to the prescribed minimum level. These circulars inter alia provided the following methods for complying with the MPS requirements: a. Issuance of shares to the public through prospectus, b. Offer for sale of shares held by promoters to public through prospectus, c. Sale of shares held by promoters through the secondary market i.e. OFS through Stock Exchange, d. Institutional Placement Programme, e. Rights Issues to public shareholders, with promoters/ promoter group shareholders forgoing their rights entitlement, f. Bonus Issues to public shareholders, with promoters/ promoter group shareholders forgoing their bonus entitlement, g. Any other method as may be approved by SEBI, on a case to case basis.
Page 4 of 4 issued vide the interim order dated June 04, 2013 against the company, Tulive Developers Limited, its directors, promoters and promoter group, with immediate effect. The matter is referred for adjudication proceedings for adjudicating under Sections 23E and 23H of the Securities Contracts (Regulation) Act, 1956. For this purpose, an adjudicating officer shall be appointed by SEBI in terms of Section 23I of the Securities Contracts (Regulation) Act, 1956 read with the Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties By Adjudicating Officer) Rules, 2005 and such adjudicating officer shall conduct the inquiry in accordance with law.
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Source: SecMarx — sebi:WTM/PS/40/CFD/OCT/2014. 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.