sebi:WTM/PS/52/CFD/JUNE/2016
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Facts / Headnote
Interim directions freezing excess promoter shareholding, prohibiting dealing in securities, and restraining promoters/directors from holding new director positions until MPS compliance
Provisions invoked
- s. 19
- s. 21
- s. 12A
Parties
- Southern Fuel Limited
- Shivamani & Company Pvt. Limited
- Mr. V. Kaleesswaran
- Mr. K. Vijay Anandh
Holding
Southern Fuel Limited and its promoters were directed to comply with the minimum public shareholding requirement of 25% under Rule 19A of the SCRR, with interim directions freezing excess promoter shareholding (62.40%), prohibiting promoters/directors from dealing in securities, and restraining them from holding new director positions in any listed company until compliance.
Full text
Page 1 of 10 WTM/PS/52/CFD/JUNE/2016 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under Sections 11(1), 11(2)(j), 11(4) and 11b of the Securities and Exchange Board of India Act, 1992 read with Section 12A of the Securities Contracts (Regulation) Act, 1956
Page 2 of 10 acquire 15,65,075 equity shares of `10 each individually aggregating to 31,30,150 equity shares constituting 90.60% of the paid up capital of the Company (i.e. entire promoters’ holding). For the same, an advance payment of `51 lakh was also made against the total consideration of `5 crores. c. Thereafter, the acquirers had made a public announcement on November 16, 2012 and issued a detailed public statement in the newspapers on November 23, 2012. The open offer was closed on May 24, 2013 and of the 7,660 shares tendered 3,060 shares were accepted. d. Inspite of having completed the open offer on May 24, 2013, the acquirers have failed to honour their commitment and have not made the payment of balance `4.50 crores, as per the terms and conditions of the SPA. e. Later, the acquirers vide letter dated June 23, 2014, to Shivamani & Company Pvt. Limited (promoters of the Company) had expressed their inability to proceed with the SPA and requested to rescind the agreement and refund of `51 lakh advanced. f. The erstwhile promoters still continue to manage the affairs of the Company and are in-charge of the management of the Company.
Page 3 of 10 listed companies, of the conditions of the listing agreement with the stock exchange. The SCRR inter-alia, prescribes the requirements which have to be satisfied by companies for the purpose of getting their securities listed on any stock exchange in India.
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Source: SecMarx — sebi:WTM/PS/52/CFD/JUNE/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.