Market regulator Securities and Exchange Board of India (SEBI) has barred SecureKloud Technologies Ltd’s former promoters Suresh Venkatachari and RS Ramani from accessing the securities market for two years for insider trading violations. SEBI has also imposed a penalty of ₹10 lakh each on the two former promoters, taking the total monetary penalty to ₹20 lakh. SecureKloud’s promoters,
Suresh Venkatachari, is the chairman and chief executive officer (CEO) at present, while Mr Ramani served as chief financial officer (CFO).
The
order arises from SEBI's investigation into trading in the shares of SecureKloud Technologies, formerly known as 8K Miles Software Services Ltd. The regulator examined whether the company's promoters traded while in possession of unpublished price-sensitive information (UPSI) linked to alleged financial misstatements between April 2017 and November 2019.
The case traces its origins to SEBI's interim order issued in August 2022 and the final order passed in December 2022, which dealt with alleged financial misreporting, fictitious revenue recognition and corporate governance failures at SecureKloud. That order had also indicated that the sale of shares by the promoters during the relevant period warranted a separate examination under the SEBI (Prohibition of Insider Trading) Regulations, 2015.
According to SEBI, SecureKloud had allegedly inflated its revenues by recording fictitious sales through entities controlled or managed by the promoters, while the company's financial statements presented an artificially favourable picture of its performance. The regulator noted that Deloitte, the statutory auditor, had resigned after raising concerns over corporate governance issues and suspected fraud and had also submitted a fraud report to the Central Government.
SEBI held that the misstated financial statements constituted UPSI because the information remained unavailable to investors until 3 November 2019, when the auditor's report was disclosed through a stock exchange announcement. The regulator concluded that the period from 1 April 2017 to 2 November 2019 constituted the UPSI period and that insider trading during this period was presumed to have been made while in possession of unpublished price-sensitive information unless they could establish a valid defence.
The order also examined whether pledging of shares and invocation of pledged shares amounted to ‘trading’ under the insider trading regulations. SEBI concluded that the definition of trading under the PIT Regulations is broad enough to include dealings in securities, such as pledges, making such transactions subject to insider trading provisions where UPSI is involved.
However, SEBI dropped the proceedings against former promoter M V Bhaskar. The regulator observed that he had resigned from the company's board years before the alleged misconduct, had sought reclassification from the promoter category well before the investigation period, and there was no evidence that he had access to or was in possession of the alleged UPSI.
While imposing the sanctions, SEBI directed that the fresh two-year restraint imposed on Suresh Venkatachari and R S Ramani will commence only after the expiry of the restraint already imposed under its December 2022 final order. The monetary penalties, however, become payable immediately.
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