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«BEFORE THE ADJUDICATING OFFICER SECURITIES AND EXCHANGE BOARD OF INDIA [ADJUDICATION ORDER NO. AK/AO-135 to 182/2014] UNDER SECTION 15-I OF ...»

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BEFORE THE ADJUDICATING OFFICER

SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO. AK/AO-135 to 182/2014]

________________________________________________________________________

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 Mr. Natwarlal L Kanani (ADNPK4872E), Mr. Mayur N Kanani (AJFPK0765N), Mr.Kishorekumar Paun (ACTPP6428J), Mr. Vaju N Keshwala (BKSPK5468D), Ms. Asha N Kanani (ACYPK5067D), Mr. Mansukh Lal Laji Kanani (Deceased), Ms. Kirti Ben Paun (ADJPP9385R), Ms. Leena Paun (AEEPP0693L), Mr. Dinesh Bhai Paun (AEEPP7200H), Mr. Harish Bhai Paun (AEEPP7172E), Mr. Piyush Paun (ADJPP9387P), Mr. Chirag N Kanani (AJZPK0661M), Ms. Devkunvarben Paun (Deceased), Mr. Bhavesh Paun (ADDPP7269C), Mr. Rajul Paun (ADDPP7271N), Ms. Lalita Ben Paun (ADJPP9384Q), Mr.Milap Paun (ADJPP9388C), Mr. Rakesh K Paun (ADDPP7268D), Mr. Natwarlal Paun (AEEPP7171H), Mr. Nikunj Paun (AGPPP6195E), Mr. Mukund T Kotecha, Mr. Vinod G Kotecha, Mr. Anil T Kotecha, Mr. Manubhai T Kotecha, Mr. Tulshidas Vallabhdas Kotecha (Deceased), Ms.Radhaben Kotecha (Deceased), Mr. Anil C Thakrar, Mr.

Jayendra G Kotecha (Deceased), Ms. Kantaben Kakubhai Thakrar (AAWPT3533D), Mr.

Vipul Sureshbhai Kotecha, Mr. Uttambhai Kotecha(ADEPK4451E), Ms. Sudha H Thakrar (ABAPT0930H) Mr. Nalin Rasiklal Kanani (ACYPK5068N), Mr. Jitendra L Kanani (ADWPK6930G), Ms. Indumati Ben Paun (ADDPP7256R), Ms. Jayshri Ben Paun (AJYPP0617K), Ms. Pennaben Paun (ADJPP9382), Mr. Bharat Bhai Paun (AEEPP7170G), Mr. Harjivan Narandas Thakrar (AEFPD4245K), Mr. Devbhai Chagan Keshwala, Mr.Vajshibhai Chagan Keshwala, M/s. Kant Finance Private Limited (AABCK6817H), Ms. Vibha D Dattani, Mr. Bijal Natha Odedra, Mr. Rana Khimji Khunti, Mr. Rajen Rana Khunti, Mr. Bhima S Maher and Ms. Bharati Keshwala.

In the matter of M/s. Essen Supplements India Ltd. (now known as Square Four Projects India Ltd) ________________________________________________________________________

FACTS OF THE CASE

1. An Offer document (letter of Offer) was filed with Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) by Mr. Ganesh Kumar Singhania and Ms. Anita Singhania (the Acquirers) to acquire 20.00% of the expanded subscribed equity share capital and 20.12% of the expanded voting share capital ______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 1 of 24 of M/s. Essen Supplements India Ltd. (now known as Square Four Projects India Ltd.) (hereinafter referred to as ‘the Company’) at a price of Rs. 10/- per fully paid-up equity shares and Rs. 5/- per partly paid-up equity shares payable in cash. The public announcement for the same was made on October 20, 2010 and the shares of the company were listed on Bombay Stock Exchange Ltd.

(hereinafter referred to as ‘BSE’), Ahmedabad Stock Exchange Ltd. (hereinafter referred to as ‘ASE’) and The Hyderabad Stock Exchange Ltd. (hereinafter referred to as ‘HSE’).

On perusal of the letter of offer (hereinafter referred to as "LOO"), SEBI 2.

observed that the erstwhile promoters of the company viz. Mr. Natwarlal L Kanani, Mr. Mayur N Kanani, Mr.Kishorekumar Paun, Mr. Vaju N Keshwala, Ms.

Asha N Kanani, Mr. Mansukh Lal Laji Kanani, Ms. Kirti Ben Paun, Ms. Leena Paun, Mr. Dinesh Bhai Paun, Mr. Harish Bhai Paun, Mr. Piyush Paun, Mr. Chirag N Kanani, Ms. Devkunvarben Paun, Mr. Bhavesh Paun, Mr. Rajul Paun, Ms. Lalita Ben Paun, Mr.Milap Paun, Mr. Rakesh K Paun, Mr. Natwarlal Paun, Mr. Nikunj Paun, Mr. Mukund T Kotecha, Mr. Vinod G Kotecha, Mr. Anil T Kotecha, Mr.

Manubhai T Kotecha, Mr. Tulshidas Vallabhdas Kotecha, Ms.Radhaben Kotecha, Mr. Anil C Thakrar, Mr. Jayendra G Kotecha, Ms. Kantaben Kakubhai Thakrar, Mr.

Vipul Sureshbhai Kotecha, Mr. Uttambhai Kotecha, Ms. Sudha H Thakrar, Mr.

Nalin Rasiklal Kanani, Mr. Jitendra L Kanani, Ms. Indumati Ben Paun, Ms. Jayshri Ben Paun, Ms. Pennaben Paun, Mr. Bharat Bhai Paun, Mr. Harjivan Narandas Thakrar, Mr. Devbhai Chagan Keshwala, Mr.Vajshibhai Chagan Keshwala, M/s.

Kant Finance Private Limited, Ms. Vibha D Dattani, Mr. Bijal Natha Odedra, Mr.

Rana Khimji Khunti, Mr. Rajen Rana Khunti, Mr. Bhima S Maher, Ms. Bharati Keshwala (hereinafter referred to as ‘the Noticees/the erstwhile promoters’) had failed to comply with provision of regulation 7(1A) read with 7(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as 'Takeover Regulations') during the years 2004 and/ or 2007, as applicable.

______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 2 of 24

APPOINTMENT OF ADJUDICATING OFFICER

3. The undersigned was appointed as the Adjudicating Officer vide Order dated August 08, 2013 under Section 15-I of SEBI Act read with Rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as ‘Rules’) to inquire into and adjudge under Section 15A(b) of the Securities And Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’), the alleged violations of Takeover Regulations.





SHOW CAUSE NOTICE, HEARING AND REPLY

4. A common Show Cause Notice No. EAD-6/AK/VRP/30723/2013/1 to EADAK/VRP/30723/2013/48 dated November 29, 2013 (hereinafter referred to as 'SCNs') were issued to the Noticees under Rule 4(1) of Rules communicating the

alleged violation of Takeover Regulations as detailed below:

–  –  –

It was further alleged in the said SCNs that the following two Noticees viz. Mr.

Mayur N Kanani and Mr. Natwarlal L. Kanani, in addition to the aforesaid, had also failed to comply with provision of regulation 7(1A) read with 7(2) of Takeover

Regulations during the year 2007, details of which are as given below:

–  –  –

* During the year 2006-07, Mr. Mayur N Kanani & Mr Natwarlal L Kanani had acquired 62,500 Equity Shares at a price of Rs. 2.43 per share & 66,700 Equity Shares at a price of Rs. 15/- per share respectively from non-promoter shareholders in off market transactions for which no compliance was made by them.

**During the year 2007-08, Mr. Mayur N Kanani had acquired 96,800 equity shares of the Company at a price of Rs. 15/- per share from non-promoter shareholder in Off-market transaction for which no compliance was made by him.

5. The Noticees were called upon to show cause as to why an inquiry should not be initiated against them and penalty be not imposed under Section 15 A(b) of the SEBI Act for the alleged violations. Subsequent to the same, one of the Noticees viz. Mr. Natwarlal L Kanani vide email dated December 14, 2013 acknowledged receipt of the SCN by him and the other Noticees/ erstwhile promoters. Further, since the matter pertained to the period 2004 and 2007, he requested time to revert with the details on behalf of all the Noticees.

______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 4 of 24

6. Subsequent to the same, the Noticees viz. Mr. Natwarlal L. Kanani and Mr.

Mayur N. Kanani vide letter dated January 09, 2014 submitted that they were in the process of consolidating the shareholding details of the promoter group and the same will be provided at the earliest. It was also stated therein that they were erstwhile directors of the company and they had resigned from the Board of the company with effect from February 18, 2010 and after resigning from the Board of the Company they ceased to be associated with the company. It was inter alia further submitted that intimations for the transactions mentioned in the SCNs were given to the company as required under Regulation 7(1A) and Regulation 7(2) of the Takeover Regulations, as such, they were under the impression that the same intimations and disclosures were made to the stock Exchanges by the person so authorized at the company, hence, they failed to look further in the matter. It was also submitted that since they were totally disconnected with the company for a long time, they were making their best efforts to collect the supporting documents. A passing reference to considering the settlement process through consent order was also made.

7. On January 22, 2014, the Noticees viz. Mr. Natwarlal L. Kanani and Mr. Chirag N Kanani along with Mr. S. Radha Krishna, Company Secretary and Mr. Venkata Ramana Rajavou, Company Secretary, Authorized Representatives (hereinafter collectively referred to as ‘ARs’) came and requested the undersigned to conduct the hearing on behalf of the Noticees viz. Mr. Natwarlal L Kanani, Mr. Mayur N.

Kanani and Mr. Chirag N. Kanani, since they happened to be in Mumbai. Earlier vide email dated January 17, 2014 received from the Noticee Mr. Natwarlal L.

Kanani, it was communicated that the aforesaid persons would be appearing for hearing on January 22, 2014. Considering the old age of Mr. Natwarlal L Kanani, the request of the Noticees viz. Mr. Natwarlal L Kanani, Mr. Mayur N. Kanani and Mr. Chirag N. Kanani to conduct their hearing on the said date was acceded to on submission of the Authority Letters. During the hearing, the ARs vide letter dated January 22, 2014 submitted reply to the SCN on behalf of the Noticees viz. Mr.

–  –  –

______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 6 of 24 7.6. That the non compliance was only due to inadvertence and lack of understanding of provision and there was no malafide intention or undue advantage or monetary benefit out of the transaction.

–  –  –

______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 8 of 24 8.6. That since the transactions mentioned in the show cause notice pertains to Shri Mayur Kanani, Shri Natwarlal Kanani, no action may be taken against the other promoters for the non filing of disclosures under Regulation 7(1A) of the Takeover Regulations.

9. An opportunity of hearing for the Noticees other than Noticees viz. Mr.

Natwarlal L Kanani, Mr. Mayur N. Kanani and Mr. Chirag N. Kanani was granted on May 05, 2014. Accordingly, Ms Shailashri Bhaskar, Practicing Company Secretary along with Mr. Natwarlal L. Kanani appeared on behalf of the Noticees, except for the Noticees viz. Mr. Devbhai Changan Keshwala, Ms. Vibha D Dattani and Mr. Vajshibhai Chagan Keshwala.

10. During the course of hearing it was noted that in all there were 48 Erstwhile Promoters/ Noticees who had failed to comply with provision of Regulation 7(1A) read with 7(2) of Takeover Regulations during the year 2004, out of which hearings in respect of the Noticees viz. Mr. Natwarlal L Kanani, Mr. Mayur Kanani and Mr. Chirag Kanani were conducted on January 22, 2014. It was further noted that out of the remaining 45 Noticees, the following 5 Noticees viz. Mr. Mansukh Lal Laji Kanani, Ms. Devkunvarben Paun, Mr. Tulshidas Vallabhdas Kotecha, Ms.

Radhaben Kotecha and Mr. Jayendra G Kotecha had passed away. The copies of the death certificate were submitted by Mr. Natwarlal L. Kanani vide undated letter that was received on March 12, 2014 on behalf of himself and the other Noticees. Also that 3 Noticees viz. Noticees Mr. Devbhai Chagan Keshwala, Ms.

Vibha D Dattani and Mr. Vajshibhai Chagan Keshwala had not authorized Ms Shailashri Bhaskar, Practicing Company Secretary and/ or Mr. Natwarlal L.

Kanani. Thus, leaving a balance of 38 Noticees, who had authorized Mr.

Natwarlal L. Kanani and Mr. S. Radha Krishna, Practicing Company Secretary from Hyderabad. At the hearing, however, Mr. Natwarlal L. Kanani appeared along with Ms. Shailashri Bhaskar, Practicing Company Secretary (hereinafter referred to as ‘the new ARs’) and provided a copy of no-objection certificate ______________________________________________________________________________________

Adjudication order in the matter of M/s. Essen Supplements India Ltd. (Square Four Projects India Ltd) Page 9 of 24 from Mr. S. Radha Krishna, Practising Company Secretary. In view of the same, it was clarified to the ARs that the hearing shall be proceeded subject to the condition that the authority letters from all the 38 Noticees authorizing Mr.

Natwarlal L. Kanani and Ms. Shailashri Bhaskar are submitted to the Adjudicating Officer. Mr. Natwarlal L. Kanani requested for a month’s time to produce the fresh authority letters, since some of the entities were staying abroad. While acceding to the said request, it was clarified to the new ARs that in case the authority letters were not submitted within a month’s time, the hearing conducted shall become null and void. The new ARs reiterated the submission made vide the undated letter filed by Mr. Natwarlal L. Kanani on behalf of himself and the other Noticees. At the hearing, the details of the re-classification of promoters share holding during the year 2003-04 were inter alia sought from the new ARs.

11. The Noticee Mr. Natwarlal L. Kanani vide undated letter received on June 05, 2014 furnished the revised authority letters from the 38 Noticees authorizing Mr. Natwarlal L. Kanani and Ms. Shailashri Bhaskar. Further, in addition to the 38 Noticees, the Noticee Ms. Vibha D Dattani also authorized Mr. Natwarlal L.

Kanani and Ms. Shailashri Bhaskar to represent on her behalf in the matter.

Thus, only two Noticees viz. Mr. Devbhai Changan Keshwala and Mr. Vajshibhai Chagan Keshwala neither personally appeared for the hearing, nor, authorized any representative on their behalf.



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