NGL Fine-Chem Settled Case with SEBI: Agreed to Pay ₹92.21 Lakh

On February 25, 2025, NGL Fine-Chem, a pharmaceutical company, and its promoters reached a settlement with the capital market regulator, the Securities and Exchange Board of India (SEBI) regarding alleged violations of shareholding disclosure requirements. Both, the company and the promoters have agreed to pay a total of ₹92.21 lakh to resolve the issue.

The settlement involves NGL Fine-Chem, PCI Ferrmone Chemicals, and two promoters, Rajesh Lawande and Rahul Nachane. Of the total amount, NGL Fine-Chem contributed ₹54.42 lakh, while the other three parties each paid ₹12.6 lakh. This settlement follows a request from the involved entities to SEBI, seeking a resolution of the alleged violations under the regulator’s settlement framework.

In a ruling on Tuesday, SEBI acknowledged the settlement, noting that the payment had been received, and the ongoing adjudication proceedings initiated by a Show Cause Notice issued on December 29, 2023, had been concluded as per the Settlement Regulations.

SEBI’s Investigation

The case emerged from issues surrounding incorrect shareholding disclosures. SEBI’s investigation began after NGL Fine-Chem, in July 2022, applied for an exemption from the requirement to make an open offer following a transfer of shares to a Trustee.

During the review of the application, SEBI allegedly discovered that the promoter and promoter group’s shareholding had increased from 65.45% in June 2019 to 73.83% in September 2019. The exemption request was subsequently withdrawn, but SEBI continued its investigation into the disclosure inaccuracies for the period from March 2002 to June 2019.

The investigation revealed that NGL Fine-Chem had inaccurately categorized PCI Ferrmone Chemicals as “public/non-promoter” instead of “promoter & promoter group” in its filings for quarters between December 2002 and June 2019. Additionally, SEBI found that NGL Fine-Chem had made incorrect shareholding disclosures in 31 quarters about PCI Ferrmone Chemicals’ stake in the company.

Allegation by SEBI

Further, it was alleged that promoters Rajesh Lawande and Rahul Nachane failed to include PCI Ferrmone’s shareholding in their takeover disclosures between 2011 and 2019.

These findings indicated violations of SEBI’s Listing Agreement, LODR (Listing Obligations and Disclosure Requirements) regulations, and SAST (Substantial Acquisition of Shares and Takeovers) regulations, primarily due to inaccurate disclosures and failure to correctly report promoter shareholding.

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