SEBI order levies Rs. 5,00,000 penalty on company, Rs. 8,00,000 under Section 15A(b)
SEBI Adjudicating Officer order dated 30 October 2026 on historical shareholding classification.
By ScoutQuest · · 3 min read
- Penalty under Section 15HB
- INR 5,00,000
- Penalty under Section 15A(b)
- INR 8,00,000
- SEBI Adjudicating Officer Order Date
- 30 October 2026
What the disclosure says
The Company has informed the exchanges that it received an Adjudication Order dated 30 October 2026, passed by the Adjudicating Officer, SEBI. The order was received by email on the same date.
The order imposes a penalty of INR 5,00,000 (Rupees Five Lakh Only) on the Company under Section 15HB of the SEBI Act, 1992, and a penalty of INR 8,00,000 (Rupees Eight Lakh Only) under Section 15A(b) of the SEBI Act, 1992.
What triggered the proceedings
SEBI examined the Draft Letter of Offer shared by M/s. Northvale Capital Partners Private Limited (the acquirer) for the acquisition of ~7.49 lakh equity shares of the Company, along with the Manager to the Offer's letter dated June 6, 2024.
The alleged violations relate to
- LODR Regulations - Regulation 31(1)(b) read with Regulation 4(1)(e), Regulation 31A(2) read with Regulations 4(1)(g) and 4(1)(h), Regulation 31A(8)(c), Regulation 31A(7)(c), Regulation 31A(6)(a) and Regulation 4(1)(c), in the matter of the Company.
- SAST Regulations, 2011 - Regulation 29(1) and 29(2), in the matter of the erstwhile promoters (Vora family including Bimal Switchgear Private Limited).
The subject is historical shareholding classification and reclassification. The order discusses, among others:
- Mr. Abhay J. Vora being shown as a public shareholder from March 31, 2000 to December 31, 2015 and then as promoter/promoter group from March 31, 2016 to September 30, 2020.
- Aashka Vadalia and Zarna Dhruv inheriting shares on December 30, 2020 and not being classified as promoters in the shareholding patterns from December 2020 to June 2023.
- Haresh and Heena Shah being shown as promoters until the quarter ended December 2015 and as public shareholders from March 2016 onwards.
Who bears the cost
The Company states that, as per the Share Purchase Agreement dated February 12, 2024 and the latest Undertaking dated May 22, 2026, any liability arising from such pre-acquisition matters shall be borne by the erstwhile promoters (Vora family), and that there shall be no impact on the financial, operational or other activities of the listed entity.
The Company's position in the order
The Company has denied all alleged violations, disputed the applicability of Section 15HB of the SEBI Act, and requested that the show cause notice be dropped. It also cited mitigating circumstances, including that in 2015 it did not have a qualified Company Secretary, that it had already been separately penalised in 2019 for non-appointment of a Company Secretary, that it had ceased operations with nil revenue, and that the classification errors caused no investor loss, wrongful gain or market impact.
On the delay in this disclosure
The Company has attributed the delay to a technical issue with the BSE Listing Portal, where the OTP required for logging in was not being generated, preventing update within 24 hours of the email received, and has stated the delay was technical and unintentional.
What a retail investor can take away
- The order is a monetary penalty imposed by SEBI in a matter concerning past shareholding classification.
- The company's stated position is that the liability for these pre-acquisition matters sits with the erstwhile promoters and not with the listed entity.
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More numbers
- Penalty on the Company under Section 15HBINR 5,00,000
- Penalty under Section 15A(b)INR 8,00,000
- Equity shares in the acquirer's Draft Letter of Offer7,49,216
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