sebi:WTM/AB/IVD/ID4/2/2021-22
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Facts / Headnote
Found Winsome and AP-connected entities part of fraudulent GDR scheme; restrained Vintage FZE and Arun Panchariya from securities market for 3 years and ordered disgorgement of Rs.69.21 lakh from Noticee Nos.12,13,14 and 15; exonerated nominee director Noticee No.4 under good-faith protection.
Provisions invoked
- s. 11(4)
- s. 19
- s. 11(1)
- s. 12A
- s. 32
- s. 292
- s. 12
- s. 15J
- s. 28A
- s. 27
- s. 4A
- s. 65
- s. 11(5)
- s. 35
- s. 376
- s. 16(2)
- s. 63
- s. 32A
- s. 24(1)
- s. 177(4)
Regulations
- Reg. 4
- Reg. 3
- Reg. 200
- Reg. 3(a)
- Reg. 3(b)
- Reg. 29(2)
Holding
Winsome's March 29, 2011 GDR issue subscribed solely by Vintage FZE with EURAM Bank loan secured by pledge of GDR proceeds, with subsequent default and conversion/sale by AP-connected funds, was a fraudulent scheme violating Section 12A(a) and PFUTP Regulations.
Full text
Final Order in the matter of GDR Issue by Winsome Yarns Ltd. Page 1 of 81 WTM/AB/IVD/ID4/2/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA FINAL ORDER
Final Order in the matter of GDR Issue by Winsome Yarns Ltd. Page 2 of 81 Noticee no. Name of the Entity PAN 15. Aspire Emerging Fund AALCA5544M
Final Order in the matter of GDR Issue by Winsome Yarns Ltd. Page 3 of 81 3.1. Winsome issued 1.99 million GDRs amounting to US $ 13.24 million, on March 29, 2011. 3.2. Pan Asia Advisors Limited (Now known as Global Finance & Capital Ltd), (hereinafter referred to as “Pan Asia”/ “Noticee No.10”) a UK based entity was the Lead Manager of GDR issue of Winsome and Arun Panchariya (hereinafter referred to as “AP”/ “Noticee no. 12”) was the MD of Noticee no. 10. Local custodian for GDR issue of Winsome was DBS Bank, Mumbai and Bank of New York Mellon (hereinafter referred to as “BONY”) was the global depository bank. GDRs were listed on Luxembourg Stock Exchange. 3.3. On September 03, 2010, the directors of Winsome, namely Mr. Satish Bagrodia (Noticee no.2) , Mr. B.M. Khanna ( Noticee no.3), Mr. S.K. Singla (Noticee no. 4), Mr. Ashish Bagrodia (Noticee no. 5) and Mr. Manish Bagrodia (Noticee no.6), vide a circular resolution dated September 03, 2010 authorized the EURAM Bank to use the Winsome’s GDR proceeds deposited with EURAM Bank as security in connection with loan and also authorized Noticee no. 6 to sign, execute any application, agreement etc. as may be required by the EURAM Bank. Further the said resolution was ratified in Board Meeting of Winsome dated September 22, 2010, wherein directors namely, Noticee no. 2, Noticee no. 4 Noticee no. 5, Noticee no,.6, Notice no. 7 and Noticee no.8, were present. 3.4. The issue of GDR of Winsome was subscribed by only one subscriber i.
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Source: SecMarx — sebi:WTM/AB/IVD/ID4/2/2021-22. 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.