sebi:Order/SM/AD/2022-23/16841-16848
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Provisions invoked
- s. 15
- s. 19
- s. 12A
- s. 21
- s. 15H
- s. 15I
- s. 15J
- s. 28A
- s. 23J
- s. 23
- s. 23E
- s. 279
- s. 446
- s. 211
- s. 465
- s. 376
- s. 135
Regulations
- Reg. 3
- Reg. 4(2)(f)
- Reg. 200
- Reg. 3(a)
- Reg. 3(b)
Parties
- Teledata Technology Solutions Ltd
- Mr. K. Balasubramanian
- Mr. N. Sakthivel
- Mr. M. S. Ramakrishnan
- Mr. R. Ravichandran
- Mr. G. Jagadish
- Mr. K. Padmanabhan
- Mr. Arun Panchariya
Holding
On the excerpts available, the Adjudicating Officer rejected delay and jurisdiction objections and concluded that Teledata, through its directors and authorized signatory, pledged GDR proceeds to secure Vintage FZE's loan for subscribing to its own GDRs, resulting in GDRs issued without consideration and misleading disclosures.
Full text
Adjudication Order in the matter of GDR Issue of Teledata Technology Solutions Ltd Page 2 of 49 GDRs were issued with proper consideration and whether appropriate disclosures were made by Teledata with respect to its GDRs.
Adjudication Order in the matter of GDR Issue of Teledata Technology Solutions Ltd Page 3 of 49 5. It was observed that the Directors of Teledata namely, namely 1) Mr. K. Balasubramanian (referred to as ‘Noticee 2’), 2) Mr. N. Sakthivel (referred to as ‘Noticee 3’), 3) Mr. M. S. Ramakrishnan (referred to as ‘Noticee 4’), 4) Mr, R. Ravichandran (referred to as ‘Noticee 5’), and 5) Mr. G. Jagadish (referred to as ‘Noticee 6’), had attended the Teledata's board meeting dated January 30, 2010 which passed the resolution for opening of current account with EURAM Bank for GDR issue and authorized EURAM Bank to honour all cheques, Draft, Bills of Exchanges, Promissory notes and other negotiable instruments signed, drawn, accepted or made on behalf of the Company severally by Mr. K. Padmanabhan (referred to as ‘Noticee 7’), Authorized Signatory of the Company and to act on any instructions so given relating to the said Account whether the same to be overdrawn or not or relating to any transactions of the Company. Further, it was observed that Mr. K. Padmanabhan had executed the Pledge Agreement on behalf of Teledata. It was also observed that the proceeds of the GDR issue were deposited in Teledata’s account held with EURAM Bank out of which Teledata had transferred some part to its subsidiary, Bitech International. Out of the proceeds, EURAM Bank adjusted the GDR amount equivalent to the unpaid loan by Vintage which was an amount of USD 32.53 million. Therefore, it was observed that
Adjudication Order in the matter of GDR Issue of Teledata Technology Solutions Ltd Page 4 of 49 Investigation observed that Teledata has not complied with Section 21 of Securities Contracts Regulations Act, 1956 read with Clauses 32 and 50 of Listing Agreement.
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Source: SecMarx — sebi:Order/SM/AD/2022-23/16841-16848. 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.