sebi:WTM/RKA/ISD/61/2016
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Facts / Headnote
Interim directions issued vide the ad interim ex parte order confirmed qua the Noticees, subject to interim reliefs already granted.
Provisions invoked
- s. 11
- s. 11(4)
Parties
- Mr. Mahendra B Mittal
- Ms. Pooja Mahendra Mittal
Holding
SEBI confirmed the interim directions (restraining the Noticees from accessing the securities market) issued vide the ad interim ex-parte order dated May 08, 2015, subject to interim reliefs already granted to the Noticees. The Noticees' prayer for setting aside the interim order or for complete removal of restraint was rejected.
Full text
Order in the matter of Pine Animation Limited Page 2 of 10 entire holdings i.e. 9,27,400 shares to 6 entities, who in turn transferred the shares to 62 entities (the total of 68 entities, hereinafter referred to as "Promoter related entities ") during the period from December 28, 2012 to February 05, 2013. 49 of the Promoter related entities subsequently sold 54.76% of the shares received from the promoters. c) Subsequently, on March 15, 2013, Pine made another preferential allotment of 97,00,000 equity shares at the price of ₹ 10 per share (hereinafter referred to as the "2nd preferential allotment") to 48 entities who included 5 entities who were allotted shares in the 1st preferential allotment. d) In total, Pine allotted 2,47,00,000 equity shares to 92 entities. The equity shares allotted on preferential basis to aforesaid allottees were locked-in for a period of one year i.e. up to December 12, 2013 and March 14, 2014, respectively in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Thus, the shares held by 49 entities who were allotted shares in the 1st preferential allotment and shares held by 48 entities (including 5 entities who were allotted shares in the 1st preferential allotment) who were allotted shares in the 2nd preferential allotment were not tradable till December 12, 2013 and March 14, 2014, respectively. a) On May 20, 2013, the equity shares of Pine were split in the ratio 1:10 and thereafter
Order in the matter of Pine Animation Limited Page 3 of 10 4. While the proceedings pursuant to the interim order were going on, an appeal was filed before the Hon'ble Securities Appellate Tribunal ("SAT") by Mr. Mahendra B Mittal and Ms. Pooja Mahendra Mittal (hereinafter collectively referred to as “the Noticees”) challenging the interim order. Hearing in this regard was conducted before Hon'ble SAT on April 07, 2016, May 19, 2016 and May 23, 2016 when Hon’ble SAT directed SEBI to pass an appropriate order in the matter. In terms of the directions of Hon'ble SAT, I deem it necessary to conclude these proceedings in respect of the Noticees.
Order in the matter of Pine Animation Limited Page 4 of 10 sale proceeds of such sale have not been shared directly or indirectly with any of the entities mentioned in the order. g. The Noticees did not contribute to the increase in the price of the scrip of Pine. There is no illegality attached anywhere in the order to the trading of the Noticees. h. The prohibition from accessing and dealing in the securities market directly or indirectly, in any manner whatsoever, till further directions, is an absolute direction, which has throttled their business and crippled their operations. i. They are regular income tax payers and during the financial year 2014-15, they have paid income tax amounting to ₹ 44.98 lakhs. During the financial year 2014-15, they have paid taxes aggregating to ₹ 2,84,018/- in the form of STT on sale of shares of Pine alone. j. 62% of the shares sold by them were sold to parties other than the alleged exit providers. k. There is no reason as to why the directions issued against the Noticees issued vide the
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Source: SecMarx — sebi:WTM/RKA/ISD/61/2016. 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.