sebi:Order/KS/VB/2019-20/3778
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Facts / Headnote
Show Cause Notice disposed of without imposition of any penalty
Provisions invoked
- s. 15
- s. 15H
- s. 394A
Parties
- Ganges Investment Limited
Holding
The Noticee, Ganges Investment Limited, did not violate SEBI circular CIR/OIAE/1/2013 dated April 17, 2013 by failing to obtain SCORES user ID and password, and no penalty was imposed under Section 15HB of the SEBI Act.
Full text
Page 2 of 8 APPOINTMENT OF ADJUDICATING OFFICER 3. Shri Amar Navlani was appointed as the Adjudicating Officer, vide order dated April 10, 2014 and communique dated May 07, 2014 under section 15-I(1) and (2) of SEBI Act and rule 3 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 (hereinafter referred to as "Adjudication Rules") to inquire into and adjudge under section 15HB of SEBI Act for the alleged violations of the provisions of SEBI circulars No. CIR/OIAE/1/2013 dated April 17, 2013 by the Noticee. Subsequently, the proceedings were transferred to the undersigned, which was intimated vide communique dated June 07, 2019.
Page 3 of 8 1. Our client Mayur Barter Private Limited (hereinafter referred to as "Mayur Barter is duly registered with the Reserve Bank of India as a non-banking financial company. In the year 2005 Mayur Barter is order to expand and diversify its business propounded a scheme for amalgamation of three companies viz., Alaknanda Holdings Limited, Amarpali Mercantile Limited and Ganges Investments Limited (hereinafter referred to as "Ganges Investments") and the said three companies are hereinafter collectively referred to as "the three Transferor Companies" with itself. At that time the paid up share capital of Mayur Barter was Rs. 85.60 lacs and that of Ganges Investments was only Rs. 20 lacs and Mayur Barter was a much bigger company compared to Ganges Investments.
Page 4 of 8 a photocopy of the order of the Hon'ble Calcutta High Court dated 22 June 2005 sanctioning the Scheme of Amalgamation and a photocopy of the cash receipt issued by the Registrar of Companies dated 25 August 2005 acknowledging filing of the Form no. 21 by Ganges Investments are enclosed herewith. Pursuant to the said Scheme of Amalgamation, Mayur Barter issued and allotted shares to all the shareholders of Ganges Investments in accordance with the exchange ratio stated in the Scheme of Amalgamation and the shares of Ganges Investments stood cancelled and extinguished. Subsequent to 25 August 2005, Ganges investments has not carried on any business since the entire undertaking of Ganges Investments stood transferred to and vested in Mayur Barter. In view of the aforesaid there was no question of Ganges Investments applying for or obtaining any SCORES authentication or complying with the Circular of SEBI dated 17 April 2013. Our client did not receive the earlier letter of SEBI dated 2 December 2013. In this connection it may be mentioned that our client Mayur Barter has no establishment in the building Shree Niket at 11 Ashoka Road, Kolkata-27 and the letter under reference dated 26 February 2016 was delivered by the security staff of the building Shree Niket to our client.(sic)
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Source: SecMarx — sebi:Order/KS/VB/2019-20/3778. 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.