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Revocation Order in the matter of Magma Fincorp Limited -now known as Poonawalla Fincorp Limited

Securities And Exchange Board Of India3 June 2022

Ratio decidendi

The rule this decision rests on

Where an interim restraint under the SEBI Act, 1992 was founded on suspicion that the noticee communicated unpublished price sensitive information, and the subsequent investigation finds that he did not do so, the directions against him are liable to be revoked, and the Board may revoke them in respect of that noticee alone while proceedings against the other entities continue.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

Revocation Order in the matter of Magma Fincorp Limited (now known as Poonawalla Fincorp Limited) WTM/AB/IVD/ID1/16906/2022-23

SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: ANANTA BARUA, WHOLE TIME MEMBER ORDER Under Sections 11(1), 11(4) and 11B of Securities and Exchange Board of India Act, 1992 In respect of: Name PAN 1. Abhay Bhutada AMIPB8540L

In the matter of Magma Fincorp Limited (now known as Poonawalla Fincorp Limited) 1. Magma Fincorp Limited (now known as Poonawalla Fincorp Limited) (hereinafter referred to as “Magma”/ “Company”) is a company listed on the National Stock Exchange of India Limited (hereinafter referred to as “NSE”) and the BSE India Limited (hereinafter referred to as “BSE”). On February 10, 2021, Magma made a corporate announcement regarding proposed acquisition of controlling stake in Magma by Rising Sun Holding Private Limited (hereinafter referred to as “RSHPL”), a company controlled by Mr. Adar Poonawalla, and raising of fresh capital of ₹3,456 crores through a preferential allotment. Around the same time, Securities and Exchange Board of India (hereinafter referred to as “SEBI”) received system generated insider trading alerts in the scrip of Magma for the month of February 2021.

2. On the basis of the aforesaid alerts, SEBI conducted a preliminary examination into the trading in the scrip of Magma in order to ascertain whether certain persons/ entities had traded in the scrip of Magma while they were in possession of /on the basis of Unpublished Price Sensitive Information (hereinafter referred to as “UPSI”), which could be viewed as contravention of the provisions of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act,1992”) read with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as “PIT Regulations, 2015”).

3. Based on the findings of the preliminary examination, SEBI passed an ad interim ex-parte order dated September 15, 2021 (hereinafter referred to as “interim order”), inter-alia, restraining 8 entities, including Shri Abhay Bhutada, the Managing Director and CEO of Poonawalla Finance Pvt. Ltd. (a subsidiary company of RSHPL), from buying, selling or dealing in securities, either directly or indirectly, in any manner whatsoever, until further orders.

4. Subsequently, after hearing the 8 entities, a confirmatory order dated March 28, 2022 was passed, inter-alia, confirming the directions passed in the interim order against them, with certain modifications.

5. In the interim order, it was observed that Shri Abhay Bhutada had not traded in the scrip of the Company. However, Shri Abhay Bhutada was suspected of communicating UPSI to certain entities who were alleged to have directly/ indirectly traded in the scrip of Magma. SEBI conducted a detailed investigation in the matter, to ascertain the violations of securities laws, if any. Pursuant to the investigation, it was found that Shri Abhay Bhutada had not communicated UPSI. As regards other entities, proceedings are ongoing.

6. Considering the above facts, I am of the view that the directions issued against Shri Abhay Bhutada vide interim order dated September 15, 2021 and confirmatory order dated March 28, 2022, are liable to be revoked.

7. In view of the foregoing, I, in exercise of the powers conferred upon me under Section 19 of the SEBI Act, 1992 read with Sections 11, 11(4) and 11B of the SEBI Act, 1992, hereby revoke the interim order dated September 15, 2021 and confirmatory order dated March 28, 2022, in respect of Shri Abhay Bhutada (PAN: AMIPB8540L) only, with immediate effect.

8. A copy of this Order shall be served on the Stock Exchanges and Depositories, for necessary action.

Date: June 3, 2022 ANANTA BARUA Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

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