Description

Settlement order against Dhaval Kotia, Ravi Kotia, and Amit Kotia for delayed disclosure under SEBI Takeover Regulations 29(2) and 29(3).

Summary

SEBI issued a Summary Settlement Order (SO/2025-26/PSD/4-6) against three promoters of Shree Krishna Infrastructure Limited - Dhaval Kotia, Ravi Kotia, and Amit Kotia - for violating disclosure requirements under Regulations 29(2) and 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The violations were identified during SEBI’s examination of a Draft Letter of Offer dated December 2, 2024, submitted by acquirer Mr. Prashant Lakhani. The applicants settled the proceedings by paying settlement amounts aggregating ₹10,46,875.

Key Points

  • Three promoters filed requisite disclosures under Takeover Regulations with delays ranging from 17-18 days
  • Dhaval Kotia: 18 days delay (transaction date: February 23, 2023; due date: February 27, 2023; actual filing: March 17, 2023)
  • Ravi Kotia: 17 days delay (transaction date: February 23, 2023; due date: February 27, 2023; actual filing: March 16, 2023)
  • Amit Kotia: 18 days delay (transaction date: February 23, 2023; due date: February 27, 2023; actual filing: March 17, 2023)
  • Settlement applications filed in response to Notices of Summary Settlement dated July 16, 2025
  • Settlement amounts paid: Dhaval Kotia (₹3,00,000), Ravi Kotia (₹4,46,875), Amit Kotia (₹3,00,000)

Regulatory Changes

No regulatory changes introduced. This order enforces existing requirements under Regulations 29(2) and 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Compliance Requirements

  • Promoters and persons acquiring shares must file disclosures within the prescribed timelines under Takeover Regulations
  • Disclosures under Regulations 29(2) and 29(3) must be made within 2 working days of the relevant transaction
  • Settlement proceedings resolved under Chapter VII of SEBI (Settlement Proceedings) Regulations, 2018
  • SEBI retains the right under Regulations 28 and 31 of Settlement Regulations to initiate action if representations are found untrue or conditions are breached

Important Dates

  • February 23, 2023: Date of transactions by all three promoters
  • February 27, 2023: Due date for compliance with disclosure requirements
  • March 16-17, 2023: Actual dates of delayed compliance filings
  • December 2, 2024: Draft Letter of Offer submitted by acquirer Mr. Prashant Lakhani
  • July 16, 2025: Notices of Summary Settlement issued by SEBI
  • Settlement applications filed and amounts remitted within 30 days of Notice receipt

Impact Assessment

This settlement order has minimal market impact as it addresses procedural delays in disclosure compliance by promoters of Shree Krishna Infrastructure Limited. The matter relates to historical transactions from February 2023 that have been remediated through timely settlement. The order demonstrates SEBI’s enforcement of timely disclosure requirements under Takeover Regulations while providing a summary settlement mechanism for procedural violations. No ongoing enforcement action will be initiated against the applicants, provided settlement terms are honored and no misrepresentations are discovered.

Impact Justification

Procedural settlement for delayed disclosures by promoters with delays of 17-18 days; violations resolved through payment of settlement amounts totaling ₹10.46 lakhs