SEBI orders penalty of ₹11 lakh and ₹10 lakh for share acquisition violations

The order addresses the specific directions to be issued after the Supreme Court and SAT remanded the case for reconsideration of the open offer requirement.

Who it concerns: Mr. Rajiv R. Kotia, Mrs. Shilpa Amit Kotia, Mrs. Shweta Dhaval Kotia, Mr. Dhaval Ramesh Kotia, Mr. Ravi Rajiv Kotia, and Sungold Capital Limited.

What SEBI found or ordered

• SEBI found the Noticees violated Regulation 10 and 11(1) of the SAST Regulations 1997 for acquiring shares in 2007 without making a public open offer.
• A previous penalty of INR 11 lakh on Noticee 1 and INR 10 lakh jointly on Noticees 2-5 was upheld by the SAT.
• The SAT set aside the previous direction to make a public open offer and remanded the matter to SEBI to pass fresh directions after hearing both parties.
• SEBI granted a personal hearing on July 23, 2025, to determine the appropriate final direction.
• The Noticees argued that an open offer is impractical due to an 18-year delay and suggested alternative penalties or disposal of excess shares to the Investor Protection Fund.

Also in the document

• The underlying transactions occurred in 2007, but the enforcement proceedings and appeals spanned from 2015 to 2025.
• The Supreme Court restored the case to the SAT in 2024, leading to the current final order.
• The Noticees are family members (spouses and siblings) who were classified as acting in concert by SEBI, a classification they contested.