Adjudication Order in respect of Prerna Trust in the matter of Unisys Softwares and Holding Industries Limited

BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER No.: ORDER/AP/SK/2020-21/9435]

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 BY ADJUDICATING OFFICER) RULES, 1995.

In respect of:
Prerna Trust
P-27 Princep Street,
3rd Floor,
Kolkata – 700072.

In the matter of Unisys Softwares and Holding Industries Limited

1. Unisys Softwares and Holding Industries Limited (hereinafter referred as “Unisys” or “the company”), is a company having its shares listed on BSE Ltd. (‘BSE’) and The Calcutta Stock Exchange Limited (‘CSE’). Securities and Exchange Board of India ("SEBI") conducted investigation in the affairs of the company during the period from January 19, 2010 to November 14, 2014. Pursuant to the investigation, SEBI observed the following with regard to disclosure requirements to be made by the promoter/promoter group of the company under SEBI (Prohibition of Insider Trading) Regulations, 1992 (hereinafter also referred to as “PIT Regulations”) read with SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter also referred to as “2015 PIT Regulations”):

Observations pertaining to disclosure requirements under Regulation 13(2A) of the PIT Regulations:

a) From the details obtained from Purva Sharegistry (I) Pvt. Ltd., the Registrar to an Issue and Share Transfer Agent (“RTA”), depositories i.e. NSDL and CDSL and Unisys vide its letter dated July 02, 2018, November 13, 2018 and email dated January 11, 2019, it was observed that Prerna Trust (hereinafter referred to as ‘the Noticee’) had become promoter or part of promoter group of Unisys on October 01, 2011. However, the Noticee had failed to make the requisite disclosures to Unisys within two working days i.e. on or before October 04, 2011 as required under Regulation 13(2A) of the PIT Regulations.

b) In view of the above, it was observed that the Noticee violated the provisions of Regulation 13(2A) of the PIT Regulations read with Regulation 12 of the 2015 PIT Regulations.

Observations pertaining to disclosure requirements under Regulation 13(4A) read with 13(5) of the PIT Regulations:

c) From the share transfer forms provided by RTA, it was observed that the Noticee had acquired the shares of the company on October 01, 2011. Since the change in their shareholding on account of transfer of shares exceeded Rs. 5 lakh in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower, the Noticee was obligated to make disclosures to the company and the stock exchanges under Regulation 13(4A) read with 13(5) of the PIT Regulations read with Regulation 12 of the 2015 PIT Regulations. While disclosures were made by the Noticee to Unisys on the date of acquisition itself, from the replies of the stock exchanges i.e. BSE and CSE, it was observed that the Noticee had not submitted the requisite disclosures to the stock exchanges. The details of such change in shareholding and failure in compliance of the disclosure obligations of the Noticee are summarized in the following table:

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