Adjudication Order in respect of Mr. Subramanian in the matter of Seshasayee Paper and Boards Limited

BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER Ref No.: Order/AP/VS/2020-21/9273]

UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING PENALTIES) RULES, 1995.

In respect of:
Mr. Subramanian
(PAN No.: AAGPS2200L)
New No 38 Old No 78,
Viswanand Mcnichols Road,
Chetpet, Chennai,
Tamil Nadu-600031

In the matter of

Seshasayee Paper and Boards Limited

1. Seshasayee Paper and Boards Limited (hereinafter referred to as ‘SPBL / the Company’), is a company having its shares listed on the Bombay Stock Exchange Limited (hereinafter referred to as ‘BSE’) and National Stock Exchange Limited (hereinafter referred to as ‘NSE’). Securities and Exchange Board of India (SEBI) had conducted an investigation in the matter of trading in the scrip of the SPBL by its promoters, to ascertain whether there was any violation of the provisions of SEBI (Prohibition of Insider Trading) Regulation, 1992 (hereinafter referred to as ‘the PIT Regulations, 1992’) during the period December 15, 2011 to October 09, 2014 (hereinafter referred to as ‘investigation period’).

2. SEBI observed that during quarter ended December 2013, one of the promoters Mr. Subramanian (hereinafter referred to as ‘the Noticee’) disposed of his shareholding of 4500 shares on various dates with a valuation of ₹8,19,750/-. The Noticee being promoter of SPBL was obligated to make disclosures under regulation 13(4A) read with regulation 13(5) of the PIT Regulations, 1992, read with regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as ‘the PIT Regulations, 2015), to SPBL and to exchanges

3. SPBL vide its email dated March 18, 2019 and April 03, 2019 had informed that no disclosures were received from the Noticee for the aforesaid transaction.

4. BSE and NSE vide their email dated March 07, 2019 also informed that as per their record no disclosures were received from the Noticees with regard to the said transaction.

5. Pursuant to above, the competent authority in SEBI was satisfied that there are sufficient grounds to inquire into the affairs and adjudicate upon the alleged violation of regulation 13(4A) read with regulation 13(5) of PIT Regulations, 1992, read with regulation 12 of PIT Regulations, 2015. Vide a communication-order dated May 14, 2019, the competent authority had appointed Mr. Santosh Shukla, CGM, as Adjudicating Officer (“erstwhile AO”) under section 15-I of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’) and rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (hereinafter referred to as ‘SEBI Adjudication Rules’) to inquire into and adjudge under section of 15A(b) of the SEBI Act, 1992 for the aforesaid alleged violations. Subsequently, by a communication-order dated January 07, 2020, this case has been transferred to the undersigned with an advise that except for the change of the Adjudicating Officer the other terms and conditions of the original orders ‘shall remain unchanged and shall be in full force and effect’ and that the “Adjudicating Officer shall proceed in accordance with the terms of reference made in the original orders”. The relevant provisions of the PIT Regulations charged in this case against the Noticees are reproduced as follows:

PIT Regulations, 1992
Disclosure of interest or holding in listed companies by certain persons - Initial Disclosure

13 (2A) Any person who is a promoter or part of promoter group of a listed company shall disclose to the company in Form B the number of shares or voting rights held by such person, within two working days of becoming such promoter or person belonging to promoter group.

Continual disclosure.

13 (4A) Any person who is a promoter or part of promoter group of a listed company, shall disclose to the company and the stock exchange where the securities are listed in Form D, the total number of shares or voting rights held and change in shareholding or voting rights, if there has been a change in such holdings of such person from the last disclosure made under Listing Agreement or under sub-regulation (2A) or under this sub-regulation, and the change exceeds ₹5 lakh in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower.

(5) The disclosure mentioned in sub-regulations (3), (4) and (4A) shall be made within two working days of:

(a) the receipts of intimation of allotment of shares, or
(b) the acquisition or sale of shares or voting rights, as the case may be.

To read more in details, find the enclosed file