sebi:WTM/SM/IVD/ID1/25069/2022-23

SEBI · SEBI · 2019-11-14 · S. K. Mohanty, Whole Time Member

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Facts / Headnote

All nine Noticees held guilty of violations; directions and penalties imposed under SEBI Act, 1992 and SCR Act, 1956

Provisions invoked

Regulations

Holding

The Noticees (PNBFIL and eight shareholders) were held to have acted as undisclosed promoters exercising concert control over PNBFIL, thereby violating disclosure obligations, minimum public shareholding requirements, and committing fraudulent and unfair trade practices by presenting a misleading picture of promoter shareholding.

Full text

Final Order in the matter of PNB Finance and Industries Limited Page 2 of 96 background of the present matter before moving forward to fully appreciate the substance of the actual matter in hand and understand the seriousness of

Final Order in the matter of PNB Finance and Industries Limited Page 3 of 96 10 Samir Jain 0.003 11 Meera Jain 0.45 Total 100% BCCL is the flagship company of the Times Group. BCCL is an unlisted holding company which owns some of the most prominent media brands of India 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 PNB Finance and Industries Limited Page 4 of 96 from the date of receipt of the representation from the complainants. In an

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Source: SecMarx — sebi:WTM/SM/IVD/ID1/25069/2022-23. 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.