Primary sources · Order
Adjudication Order in respect to twenty entities in the matter of Ultracab (India) Limited
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 1 of 23
BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA
ADJUDICATION ORDER NO. Order/MS/SM/2026-27/32592-32611
UNDER SECTION 15-I OF SECURITIES AND EXCHANGE BOARD OF INDIA
ACT, 1992 READ WITH RULE 5 OF SEBI (PROCEDURE FOR HOLDING
INQUIRY AND IMPOSING PENALTIES) RULES, 1995 IN RESPECT TO TWENTY
ENTITIES IN THE MATTER OF ULTRACAB (INDIA) LTD.
_______________________________________________________________
BACKGROUND OF THE CASE
1. Securities and Exchange Board of India (‘SEBI’) carried out examination in the
matter with regard to disclosure violation under SAST Regulations for change
in shareholding of promoter and promoter group in quarter ended September
2023 and December 2023 (“Examination period”) in the matter of Ultracab
(India) Ltd.
2. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(‘SEBI SAST Regulations’/ ‘SAST Regulations’/ ‘SAST’, in short) were
observed to have been allegedly violated where promoter group offloaded
approximately 30% of their shareholding between September 2023 and
December 2023. However, the disclosures under Regulation 29 (2) and 29 (3)
of the SAST Regulations were not found on the Exchange website.
3. Based on these SEBI initiated Adjudication Proceedings in respect of the
following tabulated entities collectively referred to as ‘Noticees’ / ‘PACs’ /
Promotor and Promotor group: -
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 2 of 23
APPOINTMENT OF ADJUDICATING OFFICER
4. SEBI appointed an Adjudicating Officer (AO) vide order dated March 04, 2025
under Section 15 I of the Securities and Exchange Board of India Act, 1992
(hereinafter referred to as ‘SEBI Act’) and Rule 3 of SEBI (Procedure for
Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995
(hereinafter also referred as “SEBI Rules”) to inquire into and adjudge the
aforesaid violations under Section 15A(b) of SEBI Act, 1992. Pursuant to his
transfer, another AO vide communication dated September 19, 2025 was
appointed. Subsequently, the instant matter was transferred to this office vide
communication dated May 27, 2026.
Noticee
No.
Noticee Name PAN
1. Sangeetaben Niteshbhai Vaghasiya AGLPV1062C
2. Nitesh Parshottambhai Vaghasiya AAXPV6620J
3. Artiben Pankajkumar Shingala FMHPS5974P
4. Nitaben Pravinbhai Shingala BIWPS4631J
5. Nitesh P Vaghasiya (HUF) AAFHV2370F
6. Parshottambhai Laljibhai Vaghasiya ABCPV0386M
7. Yogeshbhai Govindbhai Ramani ABGPR6054E
8. Govindbhai Karsanbhai Ramani ABGPR6055F
9. Arvindbhai Parshotambhai Vaghasiya ADNPV9691E
10. Ramnik Parsotambhai Vaghasiya AEMPV7286B
11. Jayaben Parshotambhai Vaghasiya AFEPV6137L
12. Pravinkumar Hardasbhai Shingala AHGPS8502E
13. Muktaben Govindbhai Ramani ANNPR4257Q
14. Vasantbhai Hardasbhai Shingala AZOPS2391F
15. Pankaj Vasantbhai Shingala BRZPS4266B
16. Gopalbhai Hardasbhai Shingala AGYPS1170M
17. Kanchanben Vasantbhai Shingala BIWPS4633L
18. Vasantbhai H Shingala (HUF) AAQHS9276J
19. Pravinkumar Hardasbhai Shingala (P) AACFP5239Q
20. Niteen Bhikhubhai Khatra DQIPK8124G
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 3 of 23
SHOW CAUSE NOTICE, REPLY AND HEARING
5. A common Show Cause Notice No. SEBI/EAD5/P/OW/2025/10855/1-
25/2025 dated April 15, 2025 (‘SCN’ / SCN Dated April 15, 2025) was issued
by erstwhile AO to Noticees calling upon them to show cause why an inquiry
should not be held and penalty, if any should not be imposed, under section
15A(b) of the SEBI Act, 1992 for the violations alleged to have been committed
by them.
6. The SCN inter alia, alleged the following: -
“…..
(i) The shareholding pattern submitted by the Company on the website of BSE were
perused and following changes in the aggregate shareholding of promoter and
promoter group during quarter ended September 2023 and December 2023 were
observed:-
Table: A- Shareholding pattern on BSE website for qtr. ended June, Sept,
Dec 2023
Category of
shareholder
% Shareholding as per Shareholding Pattern on BSE website
Quarter ended June-
2023
Quarter ended
September-2023
Quarter ended
December-2023
Promoter and
Promoter Group
62.12%
No. of entities: 20
59.69%
No. of entities: 20
27.90%
No. of entities: 20
Public 37.88%
No. of shareholders: 8870
40.31%
No. of shareholders:
14539
72.10%
No. of shareholders:
42973
Accordingly, it was observed that the percentage change in shareholding of
promoter and promoter group in quarter ended September-2023 was 2.44% and
in quarter ended December-2023 was 31.80%.
(ii) It is pertinent to note that SEBI had issued a Circular SEBI/HO/CFD/DCR-
3/P/CIR/2022/27 dated March 07, 2022 (SEBI CFD Circular No. 2022 dated
March 7, 2022) with regard to automation of disclosure requirements under SAST
Regulations- System Driven Disclosures. The Circular inter-alia provides that with
regard to Regulation 29 of SEBI (SAST) Regulations, transactions triggering of
disclosure requirement due to acquisition or disposal of the shares, as the case
may be, by the acquirer together with persons acting in concert (PACs), manual
disclosures under the provisions of SAST Regulations are required to be made.
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 4 of 23
(iii) As mentioned above disclosures under Regulation 29(2) were not found to be
available on Exchange website with regard to changes in shareholding of
promoter and promoter group entities, which are deemed PACs in terms of
Regulation 2(1)(q) of the SAST Regulations.
(iv) Company in its correspondence to BSE has inter-alia submitted that there are no
transactions which are undertaken along with PACs.
(v) The Exchange, provided information about 20 entities in the promoter and
promoter group category and there aggregate shareholding in the Company was
62.12% of the total share capital as on the beginning of quarter ended September
2023 as per SHP submitted to BSE. However, in the subsequent quarter ended
December 2023 the same was stood at 27.90%.
(vi) Thus promoter and promoter group entities during the quarter ended September
2023 and December 2023, in 12 instances there was change in the aggregate
shareholding which exceeded 2% and therefore triggered the requirement to
submit disclosures to the Stock Exchange in terms of Regulation 29(2) read with
Regulation 29(3) of the SAST.
(vii) However, the Exchange has confirmed that it has not received such disclosures.
Thus it is alleged that there is failure to submit requisite disclosure with regard to
change exceeding 2% in aggregate shareholding of promoter and promoter
group (12 instances of non-compliance) by noticees. Therefore, Noticees are
alleged to have violated Regulation 29(2) read with Regulation 29(3) of the SAST
Regulations.
…..”
7. As per records, the SCN was duly served upon Noticees vide email dated April
15, 2025 and through Speed Post Acknowledgement Due (SPAD).
8. The correspondence with respect to submissions of the Notices No. 1-15, 17-
20 & 16 to SCN are given below: -
Table B- Submission/Reply of Noticee No. 1-15, 17-20 & 16
Sr.
No.
Noticee No. Date of Reply Remarks
1 1-15 and 17-
20
May 8, 2025 Common submission of Noticee
No. 1-15,17-20
2 1-15 and 17-
20
May 30, 2025 Common submission pursuant to
Hearing of Noticee no. 1-15, 17-
20
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3 1-15 and 17-
20
April 23, 2026 Common submission of Noticee
No. 1-15, 17-20
4 16 May 3, 2025 Separate Reply by Noticee No.
16
9. Noticee no.15 made submissions on behalf of Noticee no. 01-15 and 17-20.
Table C- Hearing to Noticees 1-15,17-20 & 16.
Sr.
No.
Date of Hearing Hearing
Scheduled for
Noticees No.
Noticees appeared for
Hearing
1. May 22, 2025 1-15,17-20 Noticee No. 15 and AR (Piyush
Jethwa) on behalf of No. 1-15,
17-20 appeared physically
2. June 3, 2025 16 Represented by AR (Mehak
Gandhi) via video conferencing
10. Hearing Notice dated May 6, 2025 was granted to the Noticee 1-15,17-20 on
May 22, 2025, which was attended by the Noticee No. 15 along with
Authorised Representative (AR) on behalf of Noticees 1-15 and 17-20 by
appearing in person. The Noticees relied upon and reiterated the submissions
made vide letter dated May 08, 2025. Further, the Noticees sought additional
time till May 30, 2025 to make further additional submissions as final
submissions in the matter which was allowed.
11. Pursuant to transfer of erstwhile AOs, vide email dated April 20, 2026, an
opportunity to file additional submissions and advised to indicate if they desire
to avail opportunity of personal hearing in the matter. Vide email dated April
23, 2026, Noticee 1-15 and 17- 20 stated that they do not wish to file any
further additional submissions or documents and also stated that their earlier
replies may be treated as their final submissions in the matter.
Hearing Notice for Noticee No. 16
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 6 of 23
Hearing Notice dated May 06, 2025, was granted by erstwhile AO to the
Noticee 16 on May 22, 2025, which was re-scheduled on May 20, 2025 due to
administrative exigencies. Noticee 16 failed to avail the said opportunity of
hearing. Hearing Notice dated May 23, 2025 was issued, granting another
opportunity on June 03, 2025, where Noticee 16 appeared in person through
his Authorised Representative (AR) through the mode of video conferencing.
The AR of the Noticee 16 relied upon and reiterated the submissions made by
Noticee 16 vide letter dated May 03, 2025. The AR inter alia confirmed that
there were no additional submissions and that the submissions made vide letter
dated May 03, 2025 be taken as final submissions. Another opportunity of
submissions and hearing was given by this office vide email dated June 4, 2026
and June 23, 2026. However, no response was received from Noticee no. 16.
12. The submissions made by the entities in written submissions before the earlier
AOs and those that are part of records are being dealt with in appropriate
places in this Order.
CONSIDERATION OF ISSUES AND FINDINGS
13. Based on the allegations made in the SCN and the submissions made by the
entities the following issues are being considered for determination in the
instant matter:
Issue No. I: Whether the Noticees violated the provisions of SEBI
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as alleged?
Issue No. II: If yes, whether the Noticees are liable for imposition of
monetary penalty under Section 15A(b) of SEBI Act,
1992?
Issue No. III: If yes, what should be the monetary penalty that can be
imposed upon the Noticees?
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Consideration of Issue no I - Whether the Noticees violated the provisions
of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as alleged;
14. With respect to Noticees No. 1-15, 17-20,
(i) The Noticee No. 15 on behalf of Noticees No. 01 to 15, 17 to 20 have denied
all such allegations in the Show Cause Notice and have submitted the
following submission.
(ii) They have contended that the following Noticees had not done any
transaction of Shares during the period of June 2023 to December 2023.
So, the adjudication proceeding should be dropped against them.
Sr. No. Name of the Noticees Noticees Number
1 Govindbhai Karsanbhai Ramani 8
2 Jayaben Parshottambhai Vaghasiya 11
3 Muktaben Govindbhai Ramani 13
4 Kanchanben Vasantbhai Shingala 17
5 Vasantbhai H. Shingala (HUF) 18
(iii) The Noticee No. 16 i.e Mr. Gopalbhai Hardasbhai Shingala has submitted
separate reply in the matter of above cited SCN.
(iv) Non-submission/non-filing the disclosure u/r 29(2) r.w. Regulation 29(3) of
SAST Regulations, 2011 as alleged are unintentional as the said PAC
believes that the depository was under obligations to file and update to the
Stock exchanges on-time basis under the System Driven Disclosure under
SEBI SAST Regulations 2011 and SEBI (Prohibition of Insider Trading)
Regulations 2015.
(v) The said alleged transactions were duly disclosed on the website of Bombay
Stock Exchange (NSE) under SDD-PIT after the said transfer has taken
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 8 of 23
place. The Noticee has cited the matter of Ashok Shivlal Rupani Vs. SEBI
(Appeal No. 417 of 2018), dated 22.08.2019, Reliance Industries Ltd. vs.
SEBI (SAT Appeal No. 3 of 2002) and Cabot International Ltd Vs SEBI.
(vi) The information was already available in public domain of the Stock
Exchange(s) regarding the change of the shareholding in ULTRACAB
(INDIA) LIMITED at the relevant time, the violations of Regulations 29(2) r/w
29(3) of SAST Regulations is merely technical in nature and no penalty
should be imposed on any of the Noticee(s).
(vii) The quarterly shareholding pattern were filed by the Company under
regulation 31 of the SEBI (LODR) Regulation, 2015 with the changes of the
Promoters with PAC to Stock exchange which ultimately reflects the
changes in the shareholdings of all the Noticee. It is submitted that the same
is available in the public domain of Bombay Stock Exchange for all the stake
holders to all the public at large disclosing the changes in the Shareholding
of the Promoters and PAC.
(viii) There is no ill motive of the Noticees for non- filing of declaration of the
alleged transactions or any wrong intention of any Noticees to cause loss to
investors or any investors group or to any stakeholders nor any intention of
wrongful gain.
(ix) The Noticee has submitted that on enquiry by the BSE on June 28, 2024,
the company replied on 30th June, 2024, stating the facts of change of
holding of Equity Shares. The co-operation is provided at every stage of
inquiry by concerned officer and there is no malafide intention.
(x) Their contention is that all the Noticees are living separately and having their
separate business. And similarly, there is no direct control on the decision
of one another for each other transactions. Except promoters all others are
investors and being the relative of the Promoter they fall under PAC else
they are not connected to any promoters or have any direct control on
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decision making of the Company. Further all the individual shareholdings of
Noticees whose record is not disclosed under automatic System Driven
Disclosure does not cross the limit as specified by SEBI (SAST)
Regulations, 2011. Reliance is placed upon the judgment passed by the
SAT, Mumbai Bench in the matter of Wave Inter Trades Private Limited,
07/2023 dated (Jan 9, 2023)
(xi) None of the Noticees have made any disproportionate gain or unfair
advantage by such non -disclosure.
(xii) This is first ever instance of non-compliance since the listing of their
Company, which is also technical in nature. The promoters and Promoter
group always interested to comply with the law in every possible manner.
(xiii) A request that a lenient view may be considered. Further it is reiterated that
all the Noticees have not engaged in any act or omission that would justify
the initiation of Penal action. The mistake is technical in nature and not
intentional.
15. Pursuant to hearing before the erstwhile Adjudicating Officer, vide letter dated
May 30, 2025, Noticee no. 15 on behalf of 1-15, 17-20 has made additional
submissions which are summarized below: -
(i) They have contended that previously the name of Pravinkumar Hardasbhai
Shingala (P) is not included in the list because he was representing in the
dual capacity, as individual and as an authorized person of Partnership Firm.
As an individual he sold shares, but the Partnership Firm has not sold the
shares. Therefore, they have included the Partnership Firm with 6 other
Noticees for dropping proceedings against them;
Sr. No. Name of the Noticees Noticees Number
1. Govindbhai Karsanbhai Ramani 8
2. Jayaben Parshottambhai Vaghasiya 11
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 10 of 23
3. Muktaben Govindbhai Ramani 13
4 Gopalbhai Hardasbhai Shingala 16
5 Kanchanben Vasantbhai Shingala 17
6 Vasantbhai H. Shingala (HUF) 18
7 Pravinkumar Hardasbhai Shingala (P) 19
(ii) Further, the following five persons as mentioned in below table, has duly
submitted all the disclosure required under Reg. 29 (2) of SAST Regulation.
Sr. No. Name of the Noticees Noticees
Number
1 Arvindbhai Prashottambhai Vaghasiya 9
2 Nitesh Parshottambhai Vaghasiya 2
3 Pankaj Vasantbhai Shingala 15
4 Ramnik Parsotambhai Vaghasiya 10
5 Vasantbhai Hardasbhai Shingala 14
(iii) Further as far as disclosure from remaining person is concerned, the
quantity of disposal of shares are very small and therefore they strongly
believe that the disclosure is not required to give for such small amount of
quantity.
(iv) For reaching to the trigger point as per Reg 29 (2) of SAST regulation, their
disposal is required to be filed by adding the disposal of shares by person
mentioned in above table (whose individual disclosure is already there in
the website of Stock Exchange). So, the only fault is that whenever the
disclosure is filed under reg. 29(2), there is no mention of
aggregate/collective disposal of shares and mentioned of only individual
disposal shares. If your good office checks the disposal record provided by
Stock exchange, every time when there is a requirement of filing of
disclosure, it is filed but with only individual name.
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 11 of 23
(v) Further they have drawn the attention of this office to Point No. II of the
Minutes of the hearing held on 22nd May 2022, received by them through
mail, where it is written that: -
"Noticee No. 15 with AR have explained about the offence alleged to has
been committed by the Noticee indicating the provision alleged to has been
violated, as stated".
(vi) They have again reiterated that this is only technical mistake, oversight and
due to provision of automatic disclosure and have not violated any provision
as the details of selling of shares are already there at the website of the
Stock Exchange. Further stated that a liberal view should be taken and set
off the above cited Show Cause Notice in toto.
16. From the above submissions it is clear that fact of disposal of the shareholding
has not been denied by any of the Noticees as mentioned in Table A of
Shareholding pattern on BSE website for qtr. ended June, Sept and Dec 2023.
The shareholding pattern changes in the aggregate shareholding of promoter
and promoter group during quarter ended September 2023 from previous
quarter was 2.44% and in quarter ended December 2023 was 31.80%.
17. As mentioned above SEBI Circular No. 2022 dated March 07, 2022 triggers
manual filing of disclosures due to acquisition or disposal of the shares, as the
case may be, by the acquirer together with persons acting in concert (PACs).
18. Manual disclosure under Regulation 29(2) were not found to be available on
Exchange website with regard to changes in shareholding of promoter and
promoter group entities, which are deemed PACs in terms of Regulation
2(1)(q) of the SAST Regulations.
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19. In terms of Regulation 2(1)(q) of the SAST Regulations, promoters and
members of the promoter group are deemed PACs, hence disclosures of
transaction by any person (belonging to promoter and promoter group which
along with PACs (other promoter and promoter group entities) results in
change exceeding 2% in aggregate shareholding of promoter and promoter
group, manual disclosures are required to be made in terms of Regulation 29
of the SAST Regulations.
20. The Exchange, provided information about 20 entities in the promoter and
promoter group category and there aggregate shareholding in the Company
was 62.12% of the total share capital as on the beginning of quarter ended
September 2023 as per SHP submitted to BSE. However, in the subsequent
quarter ended December 2023 the same was stood at 27.90%.
21. Thus promoter and promoter group entities during the quarter ended
September 2023 and December 2023, in 12 instances there was change in
the aggregate shareholding which exceeded 2% and therefore triggered the
requirement to submit disclosures to the Stock Exchange in terms of
Regulation 29(2) read with Regulation 29(3) of the SAST.
22. Therefore, it was alleged in the SCN that Noticees had violated Regulation
29(2) read with Regulation 29(3) of the SAST Regulations.
23. In this regard it is pertinent to refer Regulation 29(2) read with Regulation 29(3)
of the SAST Regulations which read as follow:
“….
Disclosure of acquisition and disposal.
29.(1)…
100[(2) 101[Any person together] with persons acting in concert with him, holds shares or voting
rights entitling them to five per cent or more of the shares or voting rights in a target company,
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 13 of 23
shall disclose the number of shares or voting rights held and change in shareholding or voting
rights, even if such change results in shareholding falling below five per cent, if there has been
change in such holdings from the last disclosure made under sub-regulation (1) or under this
sub-regulation; and such change exceeds two per cent of total shareholding or voting rights in
the target company, in such form as may be specified.]
102[Provided that in case of listed entity which has listed its specified securities on Innovators
Growth Platform, any reference to “five per cent” shall be read as “ten per cent” and any
reference to “two per cent” shall be read as “five per cent”.]
(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within
two working days of the receipt of intimation of allotment of shares, or the acquisition 103[or the
disposal] of shares or voting rights in the target company to,—
(a) every stock exchange where the shares of the target company are listed; and
(b) the target company at its registered office.
…”
24. In this regard, firstly, it is noted that Noticees’s submission (Noticees No. 01
to 15 and 17-20) with respect to the instant alleged violation is in the nature of
admission in so far as Noticee has inter alia submitted that “…non-
submission/non-filing the disclosure u/r 29(2) r.w. Regulation 29(3) of SAST
Regulations, 2011 as alleged are unintentional…”.
25. Further as regard Noticees’s contention that “non-submission/non-filing the
disclosure u/r 29(2) r.w. Regulation 29(3) of SAST Regulations, 2011 as
alleged are unintentional as the said PACs believed that the depository was
under obligation to file and update to the Stock Exchange on time basis under
the System Driven Disclosure under SEBI SAST Regulations 2011 and SEBI
(Prohibition of Insider trading Regulations 2015.)”, I firstly note that in terms of
Regulation 2(1)(q) of SAST Regulations, 2011, promoters and members of the
promoter group are deemed PACs unless the contrary is established. In this
regard it is noted from the submissions filed by the Noticees that they have
neither denied nor objected to their classification as PACs, consequently failing
any evidence to rebut this presumption, it stands established that the Noticees,
in their capacity as promoters and members to the promoter group, constituted
PACs.
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26. It is also noted that Noticees cannot take defence of ignorance of law by
contending that PACs believed that the depository was under obligation to file
and update to the Stock Exchange on event basis under the System Driven
Disclosure under SEBI SAST Regulations 2011 and SEBI (Prohibition of
Insider trading Regulations 2015). The Noticees have also cited the case of
SEBI vs. Cabot International where in appeal was allowed that breach is not
deliberate and non-disclosure due to lack of understanding of law. It is an
established legal principle that “ignorantia juris non excusat” ignorance of law
is no excuse. I find that the aforesaid justification for the alleged violation is
untenable. Therefore, Noticee’s submission in this regard cannot be accepted.
27. The Noticees have inter alia contended that the following mentioned Noticees
have not done any transaction of shares during the period of June 2023 to
December 2023, so the adjudication proceedings should be dropped against
them.
Table D: as per reply submitted, Noticees for whom Adjudication proceedings
to be dropped
Sr.
No.
Name of the Noticees Noticees
Number
01 Govindbhai Karsanbhai Ramani 8
02 Jayaben Parshottambhai Vaghasiya 11
03 Muktaben Govindbhai Ramani 13
04 Gopalbhai Hardasbhai Şhingala 16
05 Kanchanben Vasantbhai Shingala 17
06 Vasantbhai H. Shingala (HUF) 18
07 Pravinkumar Hardasbhai Shingala (P) 19
28. Further, Noticees have contended that all the Noticees are living separately
and having their separate business and there is no direct control on the
decision of one another for each other’s transactions. They have cited the case
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of SAT in the matter of Wave Inter Trades Private Limited that Noticee No.8
was a preferential allotee and was introduced as a promoter of company. He
was not an immediate relative but on the strength of being a promoter, the AO
has categorized Noticee No. 8 as PAC. He should not be deemed to be person
acting in concert unless there is meeting of minds, common intentions etc and
Appeal was modified.
29. In this regard, it would be pertinent to draw reference to the text of the
provisions alleged to have been violated. In this regard, from plain reading of
the text of the provision, it is noted that the requirement of disclosure under
Regulation 29(2) of SEBI SAST Regulation2011 is with respect to any person,
together with persons acting in concert with him. In their submissions, they
have already admitted that are all PACs.
30. It is noted that Noticees have submitted that “information was already available
in public domain of the Stock Exchange(s) regarding the change of the
shareholding in ULTRACAB (INDIA) LIMITED at the relevant time, the
violations of Regulations 29(2) r/w 29(3) of SAST Regulations is merely
technical in nature and no penalty should be imposed on any of the
Noticee(s).”
31. The Noticees have also stated that this is the first instance ever of non-
compliance.
32. Noticees have relied upon the judgement passed by the Hon’ble Securities
Appellate Tribunal (SAT) in the matter of Ashok Shivlal Rupani Vs SEBI,
Reliance Industries Ltd Vs SEBI, Cabot International Ltd Vs SEBI.
33. In the matter of Ashok Shivlal Rupani Vs SEBI, SAT set aside the case on
account of delay in initiations of proceedings without going into the
merits of the case. In the said case, there is no delay.
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34. In the matter of Reliance Industries Ltd Vs SEBI, SAT held that the non-
disclosure was merely technical etc.
35. In the matter of Cabot International Ltd Vs SEBI, SAT ruled that technical or
bonafide procedural lapses do not automatically warrant a civil penalty.
36. Therefore, Noticees’s reliance cannot be accepted merely on the ground of the
aforesaid orders since appeal was allowed due to technical nature or due to
delay without going into the merits.
In this regard reliance is also placed on Hon’ble Supreme Court of India in the
matter of SEBI v/s Shri Ram Mutual Fund [2006] 68 SCL 216(SC) inter alia held
that “... In our considered opinion, penalty is attracted as soon as the
contravention of the statutory obligation as contemplated by the Act and the
Regulations is established ....”.
In view thereof, Noticee’s submission in this regard cannot be accepted.
With respect to Noticee No. 8,11,13
37. In this regard with respect to Noticee No. 8, 11 and 13 Govindbhai Karsanbhai
Ramani (Noticee No. 8), Jayaben Parshotambhai Vaghasiya (Noticee no 11),
Muktaben Govindbhai Ramani (Noticee no. 13), they have contended that
adjudication proceedings be dropped against above Noticees since they have
not sold shares. (at Table D)
38. It is noted from the Annual reports relating to Financial year 2024 as available
on the website of BSE that the name of the aforesaid Noticees were mentioned
in the details of equity shares held by promoters which indicates that the
aforesaid Noticees were part of promoters and promoter group as at March
31st, 2024. I also note that in the instant case that the aforesaid Noticees have
not denied or disputed as part of reply to the SCN that either of them were not
part of promoters and /or persons acting in concert. Therefore, though they
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 17 of 23
have not sold shares, but as part of persons acting in concert they had to
disclose any change in shareholding and have violated Regulation 29(2) read
with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
39. In view the observations mentioned from paragraphs from 15 to 40, I hold that
Noticee 1-15 and 20 have violated the Regulation 29(2) read with Regulation
29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
With respect to Noticees No. 17, 18 and 19
40. With respect to Kanchanben Vasantbhai Shingala (Noticee no. 17) and
Vasantbhai H Shingala (HUF) (Noticee no. 18), Pravinkumar Hardasbhai
Shingala (P) (Noticee No. 19), they have contended that adjudication
proceedings should be dropped against them as they have not done any
transaction of shares. In this regard, it is noted from the Annual reports relating
to Financial year 2024 as available on the website of BSE that their names
were not mentioned in the list of details of Equity Shares held by Promoters as
at March 31st 2024. Further, it is also noted from the Annual reports relating to
Financial years 2022, 2023 that there was nil shareholding of the Noticee No.
17, 18 and 19 as at March 31st 2022 and March 31st 2023.
41. As the name of the Noticee 17, 18 and 19 were not mentioned in the list of
promoters in Annual Reports for the FY 2024 indicates that Noticee No. 17, 18
and 19 were not part of promoters and promoter group during the examination
period in the instant matter and therefore, contention of Noticees as regard
Kanchanben Vasantbhai Shingala (Noticee no. 17) and Vasantbhai H
Shingala (HUF) (Noticee no. 18), Pravinkumar Hardasbhai Shingala (P)
(Noticee no. 19) in this regard are accepted.
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 18 of 23
42. Therefore, Noticee No. 17, 18 and 19 have not violated Regulation 29(2) read
with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
With respect to Noticee No. 16
43. Noticee No. 16 filed his separate reply to the SCN vide letter dated May 03,
2025 which is summarized below:-
(i) He does not hold any Equity Shares of Ultracab (India) Limited during the
quarters ended June 2023, September 2023, and December 2023.
(ii) On 25th January 2021, he transferred his entire holding of 72,000 Equity
Shares of the said company from his Demat Account to Mr. Vasantbhai
Hardasbhai Shingala (Noticee No. 14 of SCN) via an off-market transfer
which is recorded in his Demat Account Statement and he ceased to be a
shareholder of the company.
(iii) For the quarters ending June 2023, September 2023, and December 2023,
he had zero holding in the said company and had ceased to be a
shareholder well before the relevant timeframe. Hence, any reference to
his name under promoter shareholding during these periods appears to be
factually incorrect or outdated.
(iv) As he was not holding any shares during the aforementioned periods, the
obligation to make disclosures under SEBI (SAST) Regulations, 2011 or
the SEBI (PIT) Regulations, 2015 did not arise. The classification as a
"promoter" without any shareholding is non-material from the standpoint of
disclosure obligations.
(v) He has cited the case of SEBI v/s M/s Future Capital Holdings Ltd (Appeal
no. 169 of 2012) and Pennywise Tech (India) Pvt. Ltd vs SEBI (Appeal no.
39 of 2012).
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 19 of 23
(vi) He had no shareholding in the company during the quarters and there was
no change in his holding occurred during the relevant period. The alleged
violation pertains to technical issues of shareholding records which are not
attributable to him. No penalty be imposed on him, as there was no
violation of the SAST Regulations on his part. The failure to disclose the
purported changes, if any, was likely a result of misinterpretation of data or
clerical error, which is not attributable to his conduct or failure.
(vii) No instance of violation or non-compliance may be attributed to him under
the present circumstances with a request that his submission be kindly
taken on record and the proceedings initiated pursuant to the Show Cause
Notice (SCN) be graciously withdrawn, along with any proposed imposition
of penalties.
44. In this regard it is noted from the Annual reports relating to Financial year 2022,
2023 and 2024 as available on the website of BSE that name of the Noticee
16 was not mentioned in the list of details of Equity Shares held by Promoters
as at March 31st 2024 that there was nil shareholding of the Noticee 16 as on
March 31st, 2022 and March 31st, 2023.
45. As the name of the Noticee 16 was not even mentioned in the list of promoters
in Annual Reports for the FY 2024 clearly indicates that Noticee was not part
of promoters and promoter group during the examination period in the instant
matter and therefore, Noticee’s contention in this regard are accepted.
Therefore, I am of the view that the instant alleged violation does not stand
established with respect to Noticee 16.
Issue No. II
II:
If yes, whether the Noticee is liable for imposition of
monetary penalty under Section 15A(b) of SEBI Act, 1992?
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 20 of 23
46. It has been established in the foregoing paragraphs that Noticee No.1-15 and
20 had violated Regulation 29(2) read with Regulation 29(3) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
47. In this regard, it is also noted that the Hon’ble Supreme Court of India in the
matter of SEBI v/s Shri Ram Mutual Fund [2006] 68 SCL 216(SC) inter alia
held that:
“ ... In our considered opinion, penalty is attracted as soon as the contravention of the
statutory obligation as contemplated by the Act and the Regulations is established ....”
48. Therefore, for the established violation, as brought out in the foregoing
paragraphs, I find that the Noticees No.1-15 and 20 are liable for monetary
penalty under Section 15A(b) of SEBI Act, 1992, which reads as under:
Securities and Exchange Board of India Act, 1992
Penalty for failure to furnish information, return, etc.
15A. If any person, who is required under this Act or any rules or regulations made thereunder, —
(a) ….
(b) to file any return or furnish any information, books or other documents within the time specified
therefor in the regulations, fails to file return or furnish the same within the time specified therefor
in the regulations 66[or who furnishes or files false, incorrect or incomplete information,
return, report, books or other documents], he shall be liable to 67[a 21 penalty 68[which shall not
be less than one lakh rupees but which may extend to one lakh rupees for each day during which
such failure continues subject to a maximum of one crore rupees]];
…”
(Note: for detailed/ complete text of the provisions, relevant Acts etc., may please be referred.)
Issue No. III: If yes, what should be the monetary penalty that can be
imposed upon the Noticee?
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 21 of 23
49. While determining the quantum of penalty, it is important to consider the
factors as stipulated in Section 15J of the SEBI Act, which reads as under:
SEBI Act, 1992
“…..
Factors to be taken into account while adjudging quantum of penalty.
15J. While adjudging quantum of penalty under 15-I or section 11 or section 11B, the Board or the
adjudicating officer shall have due regard to the following factors, namely: —
1. the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the
default;
2. the amount of loss caused to an investor or group of investors as a result of the default;
3. the repetitive nature of the default.
Explanation. —For the removal of doubts, it is clarified that the power to adjudge the quantum of
penalty under sections 15A to 15E, clauses (b) and (c) of section 15F, 15G, 15H and 15HA shall
be and shall always be deemed to have been exercised under the provisions of this section.
..…”
50. In the instant case, it is noted that the material available on record does not
quantify any disproportionate gain or unfair advantage or loss caused to an
investor or group of investors as a result of the violation committed by the
Noticees. Further, there is nothing on record to show that the violation
committed by the Noticees are repetitive in nature. In this regard I also note
that Noticees have submitted as part of reply to the SCN that “no material harm
has been caused to the investors for failure to make disclosure under SAST
Regulations…no loss has been caused to any investor or a group of investors
by such failure to disclose the change of alleged notices in shareholdings to
the stock exchange…. noticees has not made any disproportionate gain or
unfair advantage by such non-disclosure…. this is first ever instance of non-
compliance since the listing of our Company.”. However, I cannot ignore that
the Noticees had failed to make required disclosures under Regulation 29(2)
read with Regulation 29(3) of SEBI SAST Regulations, 2011, as brought out
and dealt with in the foregoing, and such non-compliances accordingly need
to be dealt with suitable penalty.
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 22 of 23
51. After taking into consideration the facts and circumstances of the case,
material available on record, submissions made by the Noticees and also the
factors mentioned in the preceding paragraphs, in exercise of the powers
conferred upon me under section 15-I of the SEBI Act, 1992 read with Rule 5
of the SEBI Adjudication Rules, I hereby impose penalty as per the table given
below. In my view, the said penalty will be commensurate with the violation
committed by the Noticees in this case:
Noticee
No
Name of Noticee Penalty Under
Provisions
Penalty Amount
(Rs.)
1 Sangeetaben Niteshbhai Vaghasiya Section 15A(b) of
SEBI Act,1992
500000 (Jointly and
severally)
2 Nitesh Parshottambhai Vaghasiya
3 Artiben Pankajkumar Shingala
4 Nitaben Pravinbhai Shingala
5 Nitesh P Vaghasiya (HUF)
6 Parshottambhai Laljibhai Vaghasiya
7 Yogeshbhai Govindbhai Ramani
8 Govindbhai Karsanbhai Ramani
9 Arvindbhai Parshotambhai Vaghasiya
10 Ramnik Parsotambhai Vaghasiya
11 Jayaben Parshotambhai Vaghasiya
12 Pravinkumar Hardasbhai Shingala
13 Muktaben Govindbhai Ramani
14 Vasantbhai Hardasbhai Shingala
15 Pankaj Vasantbhai Shingala
20 Niteen Bhikhubhai Khatra
52. The Noticees shall remit /pay the said amount of penalty within 45 days of
receipt of this order through online payment facility available on the website of
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Adjudication Order in respect of 20 entities in the matter of Ultracab (India) Ltd Page 23 of 23
SEBI, i.e. www.sebi.gov.in on the following path, by clicking on the payment
link:
ENFORCEMENT -> Orders -> Orders of AO -> PAY NOW
53. In the event of failure to pay the said amount of penalty within 45 days of the
receipt of this Order, SEBI may initiate consequential actions including but not
limited to recovery proceedings under Section 28A of the SEBI Act for
realization of the said amount of penalty along with interest thereon, inter alia,
by attachment and sale of movable and immovable properties.
54. In terms of the provisions of Rule 6 of the SEBI Adjudication Rules, a copy of
this order is being sent to the Noticees and also to the Securities and Exchange
Board of India.
PLACE: MUMBAI
DATE: August 07, 2026
MEDHA SONPAROTE
ADJUDICATING OFFICER