sebi:QJA/MK/IVD/ID7/27368/2023-24

SEBI · SEBI · 2021-08-18 · Manoj Kumar, Executive Director

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

Facts / Headnote

The order found violations relating to misuse or diversion of IPO proceeds and deficient disclosures, and imposed directions and penalties. Mr. Pandey received the benefit of doubt only on the allegation concerning misleading stock-exchange filings; the excerpt does not state the specific operative measures or penalty amounts.

Provisions invoked

• s. 11
• s. 15
• s. 19
• s. 11B
• s. 12A
• s. 61
• s. 21
• s. 173(2)
• s. 15J
• s. 15F
• s. 28B
• s. 14
• s. 33(5)
• s. 291
• s. 179
• s. 33(1)
• s. 95
• s. 96
• s. 28B(1)
• s. 22(3)

Regulations

• Reg. 3(a)
• Reg. 57(1)

Parties

• Shilpi Cable Technologies Limited
• Mr. Mukesh Gupta
• Mr. Manish Goel
• Mr. Ghanshyam Pandey

Holding

SEBI found that the IPO proceeds had been used in a manner different from that disclosed and that related disclosure violations were established. It imposed directions and penalties, while giving Mr. Pandey the benefit of doubt on the stock-exchange filing allegation.

Full text

Order in the matter of IPO of Shilpi Cable Technologies Limited Page 2 of 44 SHOW CAUSE NOTICE: 3. Pursuant to the investigation, a show cause notice dated August 18, 2021 (“the SCN”) was issued to SCTL, Mr. Mukesh Gupta, Mr. Manish Goel and Mr. Ghanshyam Pandey (hereinafter collectively referred to as “Noticees” and individually by their respective names or Noticee No.) alleging that SCTL has violated section 61 of the Companies Act, 1956, and the Noticees have collectively violated section 21 of the Securities Contracts (Regulation) Act, 1956 (“SCRA”) read with clause 43A of the Equity Listing Agreement (as it existed then), sections 12A(a), (b) and (c) of the SEBI Act read with regulations 3(a), (b), (c), (d), 4(1), 4(2)(f) and (k) of PFUTP Regulations, regulation 57(1), clause 2(a)(i) of Schedule VII, clause 2(I)(A)(2)(h) of Para A of Schedule VIII, clauses 2(XII)(B)(31)(a)(ii) and 2(XII)(B)(31)(a)(iii) of Part A of Schedule VIII of ICDR Regulations, 2009. The SCN called upon the Noticees to show cause as to why appropriate directions and penalty under section 12A of SCRA and sections 11(1), 11(4), 11(4A), 11B(1), 11B(2) read with 15HA of SEBI Act should not be issued / imposed against them.

Order in the matter of IPO of Shilpi Cable Technologies Limited Page 3 of 44 (“WTD”) of SCTL. Mr. Ghanshyam Pandey had resigned from the office of Whole Time Director of the Company w.e.f. May 31, 2012. Subsequently, he continued as a non-executive director till Sept 1, 2013, when he was again re-appointed as Whole- time Director and continued as such till 2017.

Order in the matter of IPO of Shilpi Cable Technologies Limited Page 4 of 44 2 To raise funds for capital expenditure on Tools for 3G enabling 4.47 - - 4.47 3 To raise funds for capital expenditure on augmenting cable manufacturing capabilities 16.21 19.36 - 16.21 4 To raise funds towards margin for working capital for the proposed new businesses 15.54 27.88 - 15.54 5 To raise funds for investment in the Subsidiary of the Company, M/s Shilpi Cabletronics Limited 5.00 5.00 5.00 - 6 To raise funds for General corporate purposes 3.00 - 0.20 2.80 7 To meet the expenses of the issue 3.00 2.02 0.62 2.38

Source: SecMarx — sebi:QJA/MK/IVD/ID7/27368/2023-24. 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.