sebi:WTM/PS/CFD/19/JULY/2013
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Facts / Headnote
Interim directions dated June 04, 2013 revoked with immediate effect; no further action under paragraph 18 of interim order; company warned
Provisions invoked
- s. 19
- s. 81
- s. 12A
Parties
- Adani Ports and Special Economic Zone Limited
- Directors of Adani Ports and Special Economic Zone Limited
- Promoters of Adani Ports and Special Economic Zone Limited
- Promoter group of Adani Ports and Special Economic Zone Limited
Holding
The Whole Time Member revoked with immediate effect the interim directions dated June 04, 2013 against Adani Ports and Special Economic Zone Limited, its directors, promoters and promoter group, and declined to initiate further action as contemplated in paragraph 18 of the interim order, while warning the Company.
Full text
Page 2 of 2 credited to the demat accounts on June 07, 2013. The NSE and BSE, vide letters dated June 07, 2013, have granted listing and trading permissions to the Company with respect to the shares allotted in the IPP. Pursuant to the aforesaid allotment of shares, the shareholding of the promoter and promoter group in the Company has reduced from 77.50% to 75%. The public shareholders presently hold 25%, which is the minimum shareholding required to be held by public shareholders in a listed company, under the MPS norms.
6. From the aforesaid documents, it is clear that the Company has not complied with the MPS requirements on or before June 03, 2013, i.e., the prescribed due date. It was submitted that in order to become MPS compliant, the Board of Directors of the Company had approved further issue of shares pursuant to section 81(1A) of the Companies Act, 1956 on May 14, 2012 and the shareholders had also approved the same on August 09, 2012. However, I note that despite these approvals, the Company has allotted further shares only on June 07, 2013, which was much after the due date, in order to achieve compliance. This conduct indicates to me that the Company was not serious in complying with the MPS norms well within the due date. During the personal hearing, it was submitted that two other listed companies of the Adani Group had complied with the MPS norms before the prescribed time frame. Considering the above and the fact that the Company has complied with the MPS norms, though belatedly, I do not propose to initiate further action against the Company as contemplated in paragraph 18 of the interim order. However, the Company is warned for its conduct and is advised to ensure compliance with all the applicable laws and regulations administered by SEBI, in letter and spirit.
7. With the above observations, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(2)(j), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby revoke the
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Source: SecMarx — sebi:WTM/PS/CFD/19/JULY/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.