The Securities and exchange board of India (Sebi) on Tuesday imposed a penalty of Rs 5 lakh on Rotomac Global for allegedly failing to make a public announcement regarding its stake buy in Flawless Diamonds India Ltd (FDIL).
Sebi had found that Rotomac Global had acquired 40 lakh shares representing a 24 per cent stake in FDIL from four entities on October 30 and 31, 2009, but failed to make a public announcement.
“...It is established beyond doubt that the noticee (Rotomac Global) acquired 40 lakh shares i.e. 24 per cent shareholding/voting rights of the FDIL, from aforesaid four entities on October 30 and 31, 2009 and did not make the public announcement...” Sebi said in its order. According to Sebi norms, no entity can acquire shares which entitles it to exercise 15 per cent or more of the voting rights in a company, unless it makes a public announcement within four working days of the transaction.
Rotomac Global had acquired the shares from Abhishek Jain, Jalak Jain, Manmohan Gems and Sethia Gems. Sebi also found that the shares so acquired by Rotomac Global were transferred back to these four entities between December 2009 and March 2010.
The entity had informed the regulator that the purchase was made through a pledge agreement with the transferors and it did not acquire voting rights as the said shares were under pledge to it. It said the shares were pledged for the purpose of providing margin towards its trading in option and futures market and, therefore, it is not liable to make any public announcement.
However, Sebi observed: "The pledgee cannot further transfer/sale the shares unless the pledge is invoked...In the present case, the mandatory procedure for pledge was not followed and apparently by virtue of being not a valid pledge, the shares were further transferred by the noticee to the same entities as is evident from the Demat statements."
