On Monday, Sebi imposed a penalty of R5 lakh on P S Saminathan of Pyramid Saimira for failing to comply with Sebi directions. ?Considering all the facts and circumstances of the case, and in exercise of the powers conferred upon me under Section 15I (2) of the SEBI Act read with Rule 5 of the Adjudication Rules, I hereby impose a penalty of R 5 lakh on the noticee viz. P S Saminathan? mentioned P K Kuriachen, adjudicating officer at Sebi in the adjudication order dated October 31st.
Sebi through an earlier order dated Dec 23, 2010 had directed Saminathan to make a public offer to acquire the shares of Pyramid Saimira from public shareholders. However, Saminathan replied then to the market regulator saying that the Sebi order cannot be complied with since he was already banned from dealing in securities market for 10 years.
And that the open offer is not capable of being complied with since the company is under the control of official liquidator and consequently no change in share holding is permissible.
However Sebi mentioned in the recent order that the direction to make the public offer overrides the ban to the extent necessary for regulatory compliance and therefore, the directions are not contradictory and that both were to be complied with.
In regard to the open offer, Sebi mentioned that as per Section 536(2) of Companies Act, ?? any transfer of shares in the company or alterations in the status of its members made after the commencement of winding up, shall, unless the (Tribunal) otherwise orders, be void?.
It implied the provision that the Tribunal is empowered to order transfer of shares in the company or alteration in the status of its members after the commencement of the winding up proceedings.
?There is nothing available on record to show that the noticee had applied to the tribunal for its permission to allow the transfer of shares of Pyramid Saimira or alterations in the status of members so as to comply the said directions of SEBI?.