SEBI ORDER UNDER SECTION 11 OF SEBI ACT 1992 IN THE CASE OF INDEPENDENT DIRECTOR AND OTHERS FOR INSIDER TRADING IN CASE OF SUPRAJIT ENGINEERING LTD
M & A Critique|September 2022
1. Present proceedings have emanated from show cause notice dated July 06, 2020 (hereinafter referred to as "The SCN") issued by Securities and Exchange Board of India (hereinafter referred to as "SEBI") to the aforesaid Notices for the alleged violations of Section 12A(d) & (e) of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act, 1992"), provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992. (hereinafter referred to as "PIT Regulations, 1992") (Since repealed) and SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as "PIT Regulations, 2015").
SEBI ORDER UNDER SECTION 11 OF SEBI ACT 1992 IN THE CASE OF INDEPENDENT DIRECTOR AND OTHERS FOR INSIDER TRADING IN CASE OF SUPRAJIT ENGINEERING LTD

The SCN came to be issued to the Notices as SEBI had conducted an investigation into the allegations of insider trading by certain entities in the scrip of Suprajit Engineering Limited (hereinafter to be referred as "the Company" / "SEL") for the periods from October 28, 2014 to May 31, 2015 and April 01, 2016 to May 31, 2016.

2 On May 06, 2015, SEL informed stock exchanges about a proposal of acquiring 51% to 61.88% in the equity capital of Phoenix Lamps Limited (hereinafter referred to as "PLL") from Argon India Limited, Mauritius & Argon South Asia Limited, Mauritius at an agreed price of Rs. 89/- (Rupees Eighty-Nine) per share for each share having face value of Rs. 10/each. Stock Exchanges were also informed about an open offer to acquire 72,85,018 shares of face value of Rs. 10/each aggregating to 26% of the Equity Capital of PLL at Rs. 100 (Rupees One Hundred) per share.

This information before its announcement made to the stock exchanges on May 06, 2015, has been considered by the SCN as Unpublished Price Sensitive Information (hereinafter referred to as "UPSI-1").

3. Subsequently, on April 18, 2016, SEL issued a press release to the stock exchanges announcing merger of PLL (Subsidiary of SEL) with SEL and this Announcement prior to its disclosure to stock exchanges on April 18, 2016, has also been considered by the SCN as Unpublished Price Sensitive Information (hereinafter referred to as "UPSI-2").

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