sebi:WTM/SKM/CFD/55/2021-22
Facts / Headnote
Interim directions restraining FTFPL from taking up new merchant banking assignments pending further orders; show cause notice issued
Provisions invoked
- s. 11(1)
Regulations relied on
- SEBI (Merchant Bankers) Regulations, 1992
- SEBI (Merchant Bankers) Regulations, 1992 — 13
- SEBI (SAST) Regulations, 2011 — 13(1)
- SEBI (SAST) Regulations, 2011 — 14(1)
- SEBI (SAST) Regulations, 2011 — 27(2)
- SEBI (SAST) Regulations, 2011 — 27(5)
Parties
- Fast Track Finsec Private Limited
Holding
FTFPL, acting as manager to open offers, contravened multiple provisions of the Takeover Regulations and the Code of Conduct under the Merchant Bankers Regulations by delaying public announcements, miscalculating offer size, and making inadequate disclosures in offer documents. The WTM passed interim directions restraining FTFPL from taking up new merchant banking assignments and issued a show cause notice under Sections 11, 11(4) and 11B of the SEBI Act.
Full text
Order in the matter of Fast Track Finsec Private Limited Page 1 of 13 WTM/SKM/CFD/55/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA
Order in the matter of Fast Track Finsec Private Limited Page 2 of 13 4. I note from the records that the requirement for making the open offer in the case of AKM Lace and SEA Gold was triggered on account of direct acquisition of shares amounting to 38.85% and 62.37% of the total equity share capital of the respective companies. Regulation 13 of the Takeover Regulations specifies the timing for making the Public Announcement (PA) in respect of open offers triggered by various modes of acquisitions and sub-regulation (1) thereof lays down the timing for making open offers triggered by direct acquisitions. In this regard, regulation 13(1) reads as under: “13(1) The public announcement referred to in regulation 3 and regulation 4 shall be made in accordance with regulation 14 and regulation 15, on the date of agreeing to acquire shares or voting rights in, or control over the target company.”
Order in the matter of Fast Track Finsec Private Limited Page 3 of 13 Approval of Preferential Issue Date PA to Stock Exchange(s) Sea Gold Infrastructures Limited September 07, 2021 September 08, 2021 1 day AKM Lace and Embrotex Limited September 06, 2021 September 07, 2021 1 day
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Source: SecMarx — sebi:WTM/SKM/CFD/55/2021-22. 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.