SEBI fines Kirloskar Brothers' promoters, directors for insider trading

Further, the promoters and directors had also submitted an incorrect undertaking or declaration to the company, SEBI found.
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The Securities and Exchange Board of India (SEBI) has penalised the promoters and directors of Kirloskar Brothers Ltd (KBL) for induling in insider trading, as they traded in the scrip of KBL while in possession of unpublished price sensitive information and made wrongful gains by avoiding losses.

Further, the promoters and directors had also submitted an incorrect undertaking or declaration to the company.

In three separate orders in the matter, the capital markets regulator said that it had received various complaints alleging insider trading and bad corporate governance practices in KBL.

On the basis of the complaint, the SEBI conducted investigation during the period from March 1, 2010 to April 30, 2011 and examined the matter relating to dealings in the scrip of KBL. It then ascertained possible violation of norms for prohibition of insider trading and prohibition of fraudulent and unfair trade practices.

Promoters Alpana R. Kirloskar, Arti Atul Kirloskar, Jyotsna Gautam Kulkarni, Rahul Chandrakant Kirloskar and Atul Chandrakant Kirloskar, along with others, have been asked to pay over Rs 31.21 crore in total, which includes both penalty and digorgement. SEBI had sent show cause notices to them in December last year.

Reacting to the development, a spokesperson for the Kirloskar family rejected any suggestion of wrongdoing and added that they plan to appeal against the ruling shortly.

"SEBI has today issued a ruling against certain promoters and directors of KIL, in relation to their sale of shares in Kirloskar Brothers, in 2010. Mr Atul Kirloskar and Mr Rahul Kirloskar reject any suggestion of wrongdoing and maintain that the share sale reflected all appropriate stock exchange disclosures and necessary regulatory pre-clearances at the time," the spokesperson said.

"We are currently reviewing SEBI's order and seeking appropriate legal advice. We remain confident of our position and plan to appeal the ruling shortly," he added.

In a separate order in the matter, the SEBI asked Sanjay Kirloskar, the Trustee of Kirloskar Brothers Ltd Employees Welfare Trust Scheme, Pratima Sanjay Kirloskar, Prakar Investments Pvt Ltd, Karad Projects and Motors Ltd to pay a total of over Rs 42.77 lakh, including penalty and disgorgement.

The regulator has also barred all the noticees from buying, selling deal in shares in any manner whatsoever for a period of three months.

In another order, the SEBI said that as per the the complaint, six individual promoter entities of KBL had together sold 1,07,18,400 number of shares to Kirloskar Industries Ltd (KIL), the promoter entity of KBL, on October 06, 2010, and this inter se transfer of shares of KBL among these promoters of the company through block deal on stock exchange mechanism was to take advantage of price sensitive information that they were privy to.

The investigation found that as per the Equity Listing Agreement, inter alia, the company is required to immediately inform the exchange of all events, which will have bearing on the performance/operations of the company as well as price sensitive information.

The decision to acquire shares of KBL from the promoters amounting to upto Rs 275 crore, was a material and price sensitive information for the shareholders of the company, it said.

"The subject decision which had a bearing on the performance/operations of KIL warranted a disclosure to the stock exchanges as soon as the decision was taken by the KIL Board. However, the same was not disclosed to the stock exchanges by KIL," it said.

Kirloskar Industries Ltd has been asked to pay a penalty of Rs 5 lakh.

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