sebi:Order/VV/AK/PSS/2022-23/18792-18796
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Facts / Headnote
Charges of fraudulent and unfair trade practices and Listing Agreement violations upheld against Nakoda Ltd and other Noticees; penalty quantum not stated in the excerpt provided
Provisions invoked
- s. 15
- s. 12A
- s. 15H
- s. 15I
- s. 15J
- s. 15F
- s. 28A
- s. 21
- s. 23E
- s. 23
- s. 23A
- s. 376
Regulations
- Reg. 3
- Reg. 4(1)
- Reg. 4(2)
- Reg. 3(a)
Parties
- Nakoda Ltd (Noticee no.1)
- Noticee no.2
- Noticee no.3
- Noticee no.4
- Noticee no.5
Holding
Nakoda Ltd violated Regulation 4(2)(f), (k) and (r) of the SEBI (PFUTP) Regulations, 2003 by making misleading disclosures about its GDR allotment without disclosing the pledge/loan arrangement, and failed to comply with clause 50 of the Equity Listing Agreement by not disclosing contingent liabilities as required under AS 29. Noticee nos. 2 to 5 were held liable under Section 12A(a), (b), (c) of the SEBI Act read with Regulation 3 and 4(1) of the PFUTP Regulations.
Full text
Adjudication order in the matter of Disclosures by Nakoda Ltd in respect of its GDR issue. Page 2 of 37 Limited(“Nakoda”/“the Company”), M/s. Vintage FZE (“Vintage”), also known as Alta Vista International FZE had availed loan against the GDR proceeds of Nakoda. Accordingly, SEBI had investigated the GDR issue of Nakoda during the issuance of GDR i.e, November 01, 2010 to December 31, 2010 (hereinafter referred to as Investigation Period (“IP”)) to ascertain as to whether: 1) GDRs were issued with the intention of defrauding Indian investors ; 2) Shares underlying GDRs were issued with proper consideration ; and 3) Appropriate disclosures with respect to Listing Agreement, if any were made.
Adjudication order in the matter of Disclosures by Nakoda Ltd in respect of its GDR issue. Page 3 of 37 received GDRs, converted them and sold the converted equity shares of Nakoda in the Indian stock exchanges.
Adjudication order in the matter of Disclosures by Nakoda Ltd in respect of its GDR issue. Page 4 of 37 D.B. Jain of Nakoda. As per the Pledge Agreement, Nakoda’s designated account with EURAM Bank bearing no. 580034 would be held in pledge by EURAM Bank to secure the obligations of Vintage under the Loan Agreement.
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Source: SecMarx — sebi:Order/VV/AK/PSS/2022-23/18792-18796. 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.