sebi:WTM/SM/IVD/ID10/34/2021-22
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Facts / Headnote
Held violations of SEBI Act, PFUTP Regulations, SCRA and Listing Agreement, PIT and SAST disclosure provisions established on preponderance of probabilities; held Noticees no. 2 to 7 acted as persons acting in concert and triggered open offer obligations twice and directed a single open offer by Noticees no. 2 to 7 despite compulsory delisting of ZSL.
Provisions invoked
- s. 11
- s. 11(4)
- s. 19
- s. 11(1)
- s. 12A
- s. 21
- s. 77A
- s. 138
- s. 279
- s. 446
- s. 14
- s. 77(2)
- s. 164
- s. 11B(1)
- s. 482
- s. 446(2)
Regulations
- Reg. 13
- Reg. 3
- Reg. 10
- Reg. 12
- Reg. 8
- Reg. 44
- Reg. 11(1)
- Reg. 3(a)
- Reg. 13(4)
- Reg. 31
- Reg. 29(2)
- Reg. 3(1)
- Reg. 24
- Reg. 29(4)
- Reg. 31(1)
- Reg. 3(2)
- Reg. 58
- Reg. 32
- Reg. 201
- Reg. 44(a)
Holding
ZSL, its promoters/KMPs and connected proxy entities funded trading in ZSL shares and made false and misleading disclosures, violating SEBI Act section 12A and PFUTP Regulations and listing obligations. Noticees no. 2 to 7, acting as persons acting in concert, acquired more than 5% voting rights and breached regulation 3(2) of SAST Regulations, 2011 on July 10, 2012 and October 08, 2012, requiring a single open offer despite compulsory delisting.
Full text
Order in the matter of Zylog Systems Ltd. Page 1 of 167 WTM/SM/IVD/ID10/34/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA
Order in the matter of Zylog Systems Ltd. Page 2 of 167 of October-November 2012, conducted a preliminary investigation in respect of the dealings in the scrip of ZSL. On the basis of the said preliminary investigation, an ex-parte ad-interim order dated June 13, 2013 (hereinafter referred to as ‘interim order’) was passed restraining Stihithi Insurance Services Pvt. Ltd. (hereinafter referred to as ‘Sthithi’/‘Noticee no. 2’), Mr. Sudarshan Venkataraman (hereinafter referred to as ‘Sudarshan’/‘Noticee no. 3’), Mr. Ramanujam Sesharathnam (hereinafter referred to as ‘Ramanujam’/ ‘Noticee no. 4’), Mr. Parthasarathy Srikanth (hereinafter referred to as ‘Srikanth’/‘Noticee no. 5’), Mr. S P Srihari (hereinafter referred to as ‘Srihari’/‘Noticee no. 6’) and Ms. Srikanth Sripriya (hereinafter referred to as ‘Sripriya’/‘Noticee no. 7’) from buying, selling or dealing in the securities markets, either directly or indirectly, in any manner, till further
Order in the matter of Zylog Systems Ltd. Page 3 of 167 acquire shares in accordance with the provisions of the SAST Regulations, 2011 should not be taken against them. After considering the submissions made by the Noticees no. 2 to 5 and the Noticee no. 7, the then Whole Time Member, vide his order dated June 07, 2016, directed SEBI to also investigate the allegations pertaining to the SAST Regulations, 2011 levelled against the Noticees no. 2 to 5 and the Noticee no. 7 apart from other allegations covered in the interim as well as the confirmatory order.
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Source: SecMarx — sebi:WTM/SM/IVD/ID10/34/2021-22. 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.