Description

SEBI imposes penalties on 10 entities for failure to disclose acquisition of more than 5% shareholding in Vinny Overseas Ltd. in violation of SAST Regulations during October 2022 to April 2023.

Summary

SEBI’s Adjudication Officer issued penalties against 10 entities (Adjudication Order No. Order/JS/YK/2025-26/31735-31744) for violating Regulation 29 of SAST Regulations, 2011. The entities, acting as a group, acquired more than 5% shareholding in Vinny Overseas Ltd. on three occasions (January 11, 2023, January 27, 2023, and February 23, 2023) during the investigation period (October 13, 2022 to April 25, 2023) but failed to make mandatory disclosures. The investigation was conducted under Section 15-I of SEBI Act, 1992.

Key Points

  • 10 entities penalized including Europlus One Realty Private Limited, Simran Sunil Raheja, Nikitaben Devalbhai Patel, Rajy Advisory Services Private Limited, Poonam Giridharilal Raheja, Sunil Girdharilal Raheja, Lokesh Inder Kapoor, Seema Lokesh Kapoor, Inder Kapoor, and Mist Hotels Private Limited (erstwhile GKPR Tradex Private Limited)
  • Entities collectively acquired over 5% shareholding in Vinny Overseas Ltd. as a group
  • Violations occurred on three specific dates: January 11, 2023, January 27, 2023, and February 23, 2023
  • Failed to comply with disclosure requirements under Regulation 29 of SAST Regulations
  • Vinny Overseas Ltd. is listed on both NSE and BSE
  • Adjudicating Officer appointed on May 02, 2025
  • Show Cause Notice issued on June 17, 2025 (Ref. No. SEBI/EAD-2/JS/YK/16267/1-15/2025)

Regulatory Changes

No new regulatory changes introduced. This order enforces existing provisions of Regulation 29 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which mandates disclosure when shareholding crosses specified thresholds.

Compliance Requirements

  • Entities acquiring shares that result in crossing 5% threshold (individually or as a group) must make timely disclosures as per Regulation 29 of SAST Regulations
  • Disclosure obligations apply when acting in concert or as a group, even if individual holdings are below threshold
  • Market participants must maintain proper records of share acquisitions and monitor cumulative holdings to ensure compliance
  • Failure to disclose attracts penalties under Section 15A(b) of SEBI Act, 1992

Important Dates

  • Investigation Period: October 13, 2022 to April 25, 2023
  • First violation date: January 11, 2023
  • Second violation date: January 27, 2023
  • Third violation date: February 23, 2023
  • Adjudicating Officer appointment: May 02, 2025
  • Show Cause Notice issued: June 17, 2025

Impact Assessment

This enforcement action demonstrates SEBI’s continued focus on ensuring transparency in substantial acquisition disclosures. The case highlights that entities acting as a group are collectively responsible for disclosure obligations even if individual shareholdings appear below thresholds. Investors and market participants acquiring significant stakes must ensure timely compliance with SAST regulations to avoid penalties. The order serves as a deterrent and reinforces the importance of disclosure norms in maintaining market integrity and protecting investor interests. Companies and promoters should review their shareholding patterns and disclosure practices to ensure compliance.

Impact Justification

High importance due to enforcement action against 10 entities for SAST violations; medium impact as it relates to a specific company and serves as precedent for disclosure compliance