sebi:WTM/SM/IVD/ID1/25068/2022-23
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Facts / Headnote
Noticees held guilty of violations; directions issued including compliance with MPS requirements and penalty of INR 1,00,00,000
Provisions invoked
- s. 11B
- s. 11
- s. 11(4)
- s. 15A
- s. 19
- s. 11(1)
- s. 12A
- s. 12
- s. 11(2)
- s. 15H
- s. 16
- s. 15J
- s. 15
- s. 149(6)
- s. 23J
- s. 18
- s. 23E
- s. 23H
- s. 17
- s. 23A
Regulations
- Reg. 3
- Reg. 2(1)(c)
- Reg. 2(e)
- Reg. 3(b)
- Reg. 30(3)
- Reg. 2(1)(q)
- Reg. 201
- Reg. 30(2)
- Reg. 7(1)(a)
- Reg. 2(1)
- Reg. 2
- Reg. 38
- Reg. 17
- Reg. 31(1)(b)
- Reg. 2(1)(c)(1)
- Reg. 16(1)(b)
- Reg. 2(1)(s)
- Reg. 2(1)(e)
- Reg. 2(1)(w)
Parties
- Camac Commercial Company Limited (Noticee no. 1)
- Samir Jain (Noticee no. 2)
- Meera Jain (Noticee no. 3)
- Ashoka Viniyoga Limited (Noticee no. 4)
- Artee Viniyoga Limited (Noticee no. 5)
- PNB Finance and Industries Limited (Noticee no. 6)
- Combine Holding Limited (Noticee no. 7)
- Punjab Mercantile and Traders Ltd. (Noticee no. 8)
Holding
Noticees no. 2 to 8 were found to be acting in concert and in control of CCCL holding 94.45% of its shares, making them promoters under Regulation 2(1)(za) of ICDR Regulations; CCCL was found to have violated MPS requirements and failed to disclose Noticees no. 2 & 3 as promoters, and Noticees no. 2 & 3 were found to have violated disclosure requirements under SAST and PIT Regulations and engaged in fraudulent and unfair trade practices.
Full text
Final Order in the matter of Camac Commercial Company Limited Page 2 of 92 complaints alleging non-compliance of various provisions of securities laws including non-compliance with Minimum Public Shareholding (in short ‘MPS’) norms as well as wrong disclosure of promoter shareholdings by certain companies such as Arth Udyog Limited, Bharat Nidhi Limited, Ashoka Viniyoga Limited, Ashoka Marketing Limited, PNB Finance and Investments Limited, Camac Commercial Company Limited (hereinafter referred to as ‘CCCL’/‘Company’/‘Noticee no. 1’), Combine Holding Ltd. and Sahu Jain Ltd., out of which PNB Finance and Investments Limited and CCCL are companies listed on Calcutta Stock Exchange (hereinafter referred to as ‘CSE’) and rest of the aforementioned companies are listed on Dissemination Board of the National Stock Exchange of India Limited (hereinafter referred to as ‘NSE’). Five of the aforementioned 8 little known companies (mentioned in bold in Table 1 below) are also found to be holding large quantities of shares of Bennett Coleman and Co. Limited (hereinafter referred to as ‘BCCL’). The details of total shareholding of BCCL as per material available on record are as below: - Table 1: Shareholding of BCCL Sr. No Name of Shareholder Percentage of Shareholding 1 Bharat Nidhi Ltd 24.41 2 PNB Finance & Industries Ltd 9.29 3 Camac Commercial Company Ltd 13.30 4 Ashoka Viniyoga Ltd 18.02 5 Sanmati Properties Ltd 9.75 6 Arth Udyog Ltd. 9.31 7 Jacaranda Corporate Services Ltd 8.93 8 TM
Final Order in the matter of Camac Commercial Company Limited Page 3 of 92 including but not limited to newspaper ‘Times of India’, radio channel ‘Radio Mirchi’, TV news channel ‘Times Now’, magazines ‘Filmfare’ & ‘Femina’, TV music channel ‘Zoom’ and website ‘www.gaana.com’ etc. Further, as per submission of BCCL to SEBI, it claims to be a company without any recognized promoter. It has also submitted that Mr. Samir Jain (hereinafter referred to as ‘Noticee no. 2’) was the Vice Chairman and Managing Director of BCCL at the relevant point of time and Ms. Meera Jain (hereinafter referred to as ‘Noticee no. 3’) was a Whole Time Director at BCCL.
Final Order in the matter of Camac Commercial Company Limited Page 4 of 92 submitted compliance affidavit dated December 28, 2020 before the Hon’ble Supreme Court of India upon completion of investigation in the matter. Thereafter, vide order dated August 24, 2021, the Hon’ble SAT directed SEBI to pass a reasoned and speaking order in the matter.
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Source: SecMarx — sebi:WTM/SM/IVD/ID1/25068/2022-23. 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.