sebi:WTM/AB/IVD/ID4/15397/2021-22
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Facts / Headnote
Proceedings against Noticee nos. 2 to 11 are disposed of for reasons stated in para 41 to 43 of this order. Directions issued against Noticee no. 1 (Pentamedia Graphics Ltd.) including restraint on dealing in securities and freezing of existing holdings.
Provisions invoked
- s. 19
- s. 12A
- s. 11(2)
- s. 11
- s. 27
- s. 11C
- s. 17
- s. 24(1)
- s. 177(4)
Regulations
- Reg. 4
- Reg. 2(c)
- Reg. 3
- Reg. 13
- Reg. 5
- Reg. 5(1)
Parties
- Pentamedia Graphics Ltd.
- Teigh Holdings Limited
- Numero Uno Overseas Limited
- Gemgrove
- Daylon Limited
- Mr. S Ramasamy
- Dr. V Chandrasekaran
- Dr. S Ramani
- Mr. S Ranganathan
- Mr. T V Krishnamurthy
- Mr. Ramesh Pillai
Holding
SEBI found Pentamedia Graphics Ltd. liable for fraudulent GDR issuance scheme involving pledging GDR proceeds as security for subscriber loans and transferring proceeds back to subscribers without disclosure, while disposing of proceedings against Noticee nos. 2 to 11.
Full text
Final Order in the matter of GDR Issue by Pentamedia Graphics Ltd. Page 1 of 55 WTM/AB/IVD/ID4/15397/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA FINAL ORDER
Final Order in the matter of GDR Issue by Pentamedia Graphics Ltd. Page 2 of 55 In the matter of GDR Issue by Pentamedia Graphics Ltd.
Final Order in the matter of GDR Issue by Pentamedia Graphics Ltd. Page 3 of 55 23.75 million) made on November 25, 2002 (hereinafter referred to as “GDR TWO”). 3.2. It was observed from the Listing Particular document filed by the Company with Luxembourg Stock Exchange that GDR ONE was issued on private placement basis. Relevant extract of the Listing Particular, as given in the SCN, is reproduced below: PRIVATE PLACEMENT The Company has placed the GDRs privately with two companies. The underlying shares have been issued from the Company’s authorised share capital. The GDSs issued will rank pari passu with GDRs previously placed by the Company. Pursuant to a placement agreement dated 21 January 2002, Numero Uno Overseas Limited, a company incorporated in the British Virgin Islands, has subscribed for 5 million GDRs, each GDR representing one equity share in the company at par value of Rs. 10 each. Teigh Holdings Limited, also incorporated in the British Virgin Islands, has subscribed for the remaining 9.5 million GDRs pursuant to a placement agreement dated 21 January 2002. Each GDR is to represent one equity share in the Company at par value of Rs. 10 each. The GDRs have been placed with Numero Uno Overseas Limited and Teigh Holdings Limited at a price of $1.40 each which will result in a total issue of $20.3 million and net proceeds of $19.5 million are forecast to be available to the Company after payment of fees, commissions and related expenses.
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Source: SecMarx — sebi:WTM/AB/IVD/ID4/15397/2021-22. 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.