sebi:Order/GR/KG/2020-21/9267

SEBI · SEBI · 2011-02-03 · G. Ramar, Adjudicating Officer

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

AQUA held to have violated Section 12A(a),(b),(c) of SEBI Act, 1992 read with Regulations 3(a),(b),(c),(d) and 4(1),(2)(f),(k),(r) of PFUTP Regulations, 2003, Section 21 of SCRA 1956 read with Clause 36(7) of the Listing Agreement, and Clauses 32 and 50 of the Listing Agreement (non-compliance with AS-1, AS-3, AS-29)

Provisions invoked

• s. 15
• s. 12A
• s. 15H
• s. 15J
• s. 28A
• s. 23I
• s. 21
• s. 23E
• s. 23
• s. 376
• s. 529

Regulations

• Reg. 3
• Reg. 200
• Reg. 2(c)
• Reg. 3(a)

Parties

• Aqua Logistics Limited (AQUA)

Holding

AQUA violated Section 12A(a),(b),(c) of the SEBI Act, 1992 read with Regulations 3(a),(b),(c),(d) and 4(1),(2)(f),(k),(r) of the PFUTP Regulations and Section 21 of SCRA read with Clause 36(7) of the Listing Agreement by allotting the GDR issue to a single entity (Vintage) that subscribed via a loan from EURAM Bank secured by AQUA's own GDR proceeds, coupled with false and misleading corporate announcements omitting price-sensitive information about the loan and pledge agreements. AQUA also violated Clauses 32 and 50 of the Listing Agreement by failing to comply with AS-3 (treating pledged EURAM Bank balance as free cash) and AS-29 (failing to disclose contingent liabilities of Rs. 270.14 crore and Rs. 106.08 crore for FY 2010-11 and 2011-12 respectively).

Full text

Adjudication Order in the matter of GDR issue by Aqua Logistics Limited Page 2 of 37 2. AQUA is a company whose shares are listed on the NSE and BSE Ltd. The investigations, prima facie, revealed that AQUA had issued 4.112 million GDRs (amounting to USD 62.379 Million, approximately Rs. 284.32 Crore at RBI exchange rate of Rs. 45.58 per USD) on February 10, 2011, equivalent to 9,45,76,000 equity shares of Re. 1 each, and the said issue was subscribed by one entity viz. Vintage FZE (now known as Alta Vista International FZE) (hereinafter referred to as “Vintage”). It was observed that the subscription amount was paid by Vintage by obtaining a loan from European American Investment Bank AG (EURAM Bank) by entering into Loan Agreement dated February 3, 2011 with EURAM Bank. It was observed that directors of AQUA in its board meeting held on September 9, 2010, had passed board resolution inter alia authorizing the opening of an account with EURAM Bank for the purpose of receiving subscription money in respect of the GDR issue of AQUA and also for using the funds deposited in the said bank account as security in connection with loans, if any. AQUA had signed a pledge agreement dated February 3, 2011 with EURAM Bank pledging GDR proceeds as collateral against the loan availed by Vintage, executed by Mr. M.S. Sayad, Whole Time Director (hereinafter referred to as “WTD”)of AQUA. Vide the said loan agreement, AQUA had pledged the GDR proceeds against the loan availed by Vintage FZE fo

Adjudication Order in the matter of GDR issue by Aqua Logistics Limited Page 3 of 37 2010 and authorized EURAM Bank to use the GDR proceeds in connection with loan, if any and Mr. M.S.Sayad was authorized to sign the agreement related to GDR issue of the AQUA. Further, Mr. Mukesh Chauradiya had signed the Loan Agreement dated February 3, 2011 on behalf of Vintage in the capacity of its Managing Director and on a perusal of copy of Know Your Customer documents (signed on June 06, 2007) of Vintage available with EURAM Bank, it was observed that Arun Panchariya was the beneficial owner of Vintage. Further, it was observed that Mr. Sanjay Aggarwal, the beneficial owner of ‘Sea Dragons Worldwide Limited’ who had acted as a conduit of Arun Panchariya and Vintage in the instant case through whom monies were routed to Vintage. It was therefore alleged that AQUA and the individuals named above had acted as parties to the fraudulent scheme.

Adjudication Order in the matter of GDR issue by Aqua Logistics Limited Page 4 of 37 SCRA the aforesaid violations alleged to have been committed by the Noticee. Subsequently, vide Order dated July 06, 2018, Shri Satya Ranjan Prasad was appointed as the Adjudicating Officer in the matter in the place of Shri Biju. S. Thereafter, the undersigned was appointed as the Adjudicating Officer in the instant case, which was communicated vide communique dated May 22, 2019.These proceedings are therefore been carried forward where they had been left off by the previous AO, and an opportunity of personal hearing was granted as detailed hereinafter.

Source: SecMarx — sebi:Order/GR/KG/2020-21/9267. 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.