Description

SEBI imposes penalty on Dadabhoy Bothe for delayed disclosure of share sale by 21 days, violating takeover regulations.

Summary

SEBI has issued an adjudication order against Dadabhoy Bothe (PAN: ABXPB9117B) for violating disclosure norms under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The violation pertains to delayed disclosure of sale of 90,000 shares (2.12% stake) in Hypersoft Technologies Limited by 21 days. The proceedings were initiated following SEBI’s examination of a Draft Letter of Offer for an open offer by acquirers.

Key Points

  • Dadabhoy Bothe failed to disclose sale of 90,000 shares (2.12%) within prescribed timeline
  • Disclosure was delayed by 21 days, violating Regulation 29(2) read with Regulation 29(3) of SAST Regulations
  • Adjudication proceedings initiated under Section 15-I of SEBI Act, 1992
  • Show Cause Notice issued on May 21, 2025 for the alleged violations
  • BSE provided confirmation of the violation through multiple communications from September 2024 to January 2025

Regulatory Changes

No new regulatory changes introduced. This order reinforces existing disclosure requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Compliance Requirements

  • Shareholders must comply with timely disclosure requirements when selling substantial stakes
  • Disclosure must be made within prescribed timelines under Regulation 29(2) and 29(3) of SAST Regulations
  • Failure to comply attracts penalties under Section 15A(b) of SEBI Act, 1992

Important Dates

  • April 15, 2025: Adjudicating Officer appointed
  • May 21, 2025: Show Cause Notice issued
  • May 23, 2025: Notice served to the noticee
  • September 2024 - January 2025: BSE communications confirming violation

Impact Assessment

This enforcement action demonstrates SEBI’s continued focus on ensuring compliance with disclosure norms in takeover situations. The penalty serves as a deterrent for delayed disclosures that can impact market transparency and investor decision-making. The case highlights the importance of timely compliance with substantial acquisition disclosure requirements.

Impact Justification

Enforcement action for disclosure violations demonstrates regulatory oversight but limited to single entity