sebi:WTM/AB/IVD/ID4/20306/2022-23
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Facts / Headnote
Direction to Pentamedia Graphics Limited, with which Noticee No.1 amalgamated, to undertake measures through its Audit Committee to identify and bring back/recover outstanding GDR issue proceeds (USD 6.48 million) within one year of such identification; copy of order to RBI, Enforcement Directorate and Ministry of Corporate Affairs.
Provisions invoked
- s. 11
- s. 19
- s. 27
- s. 11C
- s. 17
- s. 159
- s. 303(2)
- s. 141
- s. 24(1)
- s. 177(4)
- s. 193
- s. 54
- s. 635A
Regulations
- Reg. 4
- Reg. 2(c)
- Reg. 3
- Reg. 13
- Reg. 5
- Reg. 5(1)
Parties
- Pentasoft Technologies Limited (Noticee No. 1)
- Noticee No. 2
- Noticee No. 3
- Noticee No. 4
- Noticee No. 5
- Noticee No. 6
- Noticee No. 7
- Noticee No. 8
Holding
PTL's 16.2 million GDR issue (USD 6.48 million) subscribed solely by one subscriber with a Banco loan secured by pledge of the GDR proceeds under Credit and Account Charge Agreements, without true disclosure while reporting a genuine cash subscription to investors, was fraudulent; successor Pentamedia Graphics Limited was directed to have its Audit Committee identify and recover the outstanding proceeds within one year.
Full text
Final Order in the matter of GDR Issue by Pentasoft Technologies Ltd. Page 1 of 50 WTM/AB/IVD/ID4/20306/2022-23 SECURITIES AND EXCHANGE BOARD OF INDIA FINAL ORDER
Final Order in the matter of GDR Issue by Pentasoft Technologies Ltd. Page 2 of 50 Practices relating to Securities Market) Regulations, 1995, since repealed (hereinafter referred to as “PFUTP Regulations, 1995”,) read with Regulation 13 of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as “PFUTP Regulations, 2003”) by Pentasoft Technologies Limited (hereinafter referred to as “the Company”/ “PTL”) and violations of Regulations 3 & 6(a) of PFUTP Regulations, 1995 read with Regulation 13 of PFUTP Regulations, 2003 by Noticee No. 2 to 8.
Final Order in the matter of GDR Issue by Pentasoft Technologies Ltd. Page 3 of 50 that the company reported at NSE on April 30, 2002 that: “The Board of Directors of the company has allotted 16.2 million GDRs (each GDR representing one underlying equity share of Rs. 10/- each) to investors for cash at the rate of US$ 0.40 per GDR at the Board Meeting held on 29/04/2002.”
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Source: SecMarx — sebi:WTM/AB/IVD/ID4/20306/2022-23. 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.