sebi:WTM/RKA/ISD/23/2013

SEBI · SEBI · 2012-11-02 · Rajeev Kumar Agarwal, Whole Time Member

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Facts / Headnote

Pending inquiry/investigation and passing of final order, restrained the named persons/entities from buying, selling or dealing in the securities markets, either directly or indirectly, in any manner, till further directions.

Provisions invoked

Regulations

Parties

Holding

SEBI prima facie found fraud, manipulation, false disclosures and disclosure and takeover violations by Zylog Systems Ltd and its promoters/directors/related persons and, pending inquiry/investigation, restrained the named persons/entities from dealing in securities until further directions.

Full text

Page 2 of 26 3. SEBI also received complaints from investors through SEBI Complaints Redress System (SCORES) against ZSL, inter-alia, alleging incorrect submission of information by the promoters of ZSL to SEBI/Stock Exchanges.

Page 3 of 26 17, 2012 to 32.84% on October 18, 2012.Thus, contrary to the disclosures made by ZSL to BSE, the stake of the promoters during the period October 1, 2012 to October 19, 2012 had actually decreased due to invocation of pledge as well as by direct sale of shares in the market by them. Thus, it was observed that ZSL made misleading and false disclosure of price sensitive information to the stock exchange and thereby, prima-facie, violated clause 36 of the Listing Agreement and regulation 3 and 4 of the SEBI(Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as the ' PFUTP Regulations').

Page 4 of 26 Table 2 – Fund flow from ZSL to Sthithi and from Sthithi to NBFCs Sr.N o. Date of transfer Entity 1 Amount (in `) Entity 2 Amount (in `) Entity 3 1 29-03-2012 Zylog 3,45,00,000 Sthithi 2,43,41,630 IFCI Limited 2 02-05-2012 Zylog Systems Ltd; 2,50,00,000 Sthithi 35,00,000 IFCI Limited 3 09-05-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 IFCI Limited 4 11-05-2012 Zylog Systems Ltd 1,00,00,000 Sthithi 1,00,00,000 Cholamandalam Investment Finance 5 11-05-2012 Zylog Systems Ltd 1,90,00,000 Sthithi 1,00,00,000

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Source: SecMarx — sebi:WTM/RKA/ISD/23/2013. 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.