sebi:Order/GR/BM/2022-23/23985-23989

SEBI · SEBI · 2017-11-27 · G. Ramar, Adjudicating Officer

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Facts / Headnote

Noticee Nos. 1, 2 and 3 held liable for violations of Section 12A of SEBI Act and PFUTP Regulations and liable to monetary penalty under Section 15HA of SEBI Act (and Section 23H of SCRA for Noticee No.2); proceedings against Noticee Nos. 4 and 5 (Independent Directors/Audit Committee members) dropped.

Provisions invoked

• s. 11
• s. 15
• s. 19
• s. 12A
• s. 12
• s. 15H
• s. 15J
• s. 28A
• s. 23I
• s. 21
• s. 23J
• s. 23
• s. 23H

Regulations

• Reg. 3
• Reg. 3(b)
• Reg. 25

Parties

• Prashant Mulekar
• Kiran Kulkarni
• Vinod Sethi
• Nitin Potdar

Holding

Noticee Nos. 1-3, as Executive/Promoter-Directors of Geodesic Ltd., violated Section 12A(a),(b),(c) of SEBI Act and Regulations 3(b),(c),(d), 4(1) and 4(2)(f),(k),(r) of PFUTP Regulations by diverting FCCB proceeds and publishing false/misleading financial statements for FY 2011-12, attracting monetary penalty; violations against Independent Directors Noticee Nos. 4-5 under Clause 49 read with Section 21 SCRA were not established.

Full text

Adjudication Order in the matter of Geodesic Ltd. Page 2 of 47 by the Noticees. Further, wherever deemed necessary, reference has been made to the period outside the IP.

Adjudication Order in the matter of Geodesic Ltd. Page 3 of 47 APPOINTMENT OF THE ADJUDICATING OFFICER 4. Accordingly, SEBI appointed Shri S. Biju, as Adjudicating Officer (‘AO’) vide communique dated November 27, 2017 under Section 19 read with 15-I of the SEBI Act, 1992 and Rule 3 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as ‘Adjudication Rules’) and under Section 23-I of the SCRA and Rule 3 of the Securities contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005 (“SCR Adjudication Rules”) read with Section 19 of SEBI Act, 1992 to inquire into and adjudge the violations alleged to have been committed by the Noticees as mentioned above. Subsequently, Shri Satya Ranjan Prasad, CGM was appointed as the AO in the matter in the place of Shri S. Biju. Thereafter, pursuant to the resignation of Shri Satya Ranjan Prasad, the undersigned was appointed as the AO vide communique dated May 22, 2019 in the present matter.

Adjudication Order in the matter of Geodesic Ltd. Page 4 of 47 ii. Since the time of initial issue of the FCCB bonds which were to be used only for overseas acquisitions and investments in joint ventures/wholly owned subsidiaries and or for any other purpose as may be permitted by RBI, WERE DIVERTED by giving loan to Eland Crawn, Lasdun Ventures, Sharp Long Consultants through Emiloto & Zomo, the subsidiary company Geodesic Holding Limited. The parent company had violated the RBI norms by relending which were supposed to be invested in the overseas companies, and joint ventures to earn business income.

Source: SecMarx — sebi:Order/GR/BM/2022-23/23985-23989. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.