sebi:WTM/AN/CFD/CFD-SEC-5/30814/2024-25

SEBI · SEBI · 2010-07-27 · Ananth Narayan G., Whole Time Member

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

Facts / Headnote

Noticee nos. 1 and 2 to complete public offer at INR 22.82 per share with 12% simple interest from July 27, 2010 within three months, failing which to disgorge INR 38,65,21,669 with 12% interest to IPEF; market restraints of 3 years (Nos.1-2), 2 years (Nos.3 and 9), 1 year (Nos.4,5 and 10); penalties under section 15HB read with section 11B(2) on Nos.1,2,3,4,5,9 and 10.

Provisions invoked

• s. 11B
• s. 19
• s. 11
• s. 15H
• s. 27
• s. 15J
• s. 15F
• s. 11(5)
• s. 2(51)
• s. 11B(2)
• s. 11B(1)

Regulations

• Reg. 15
• Reg. 15(1)
• Reg. 23
• Reg. 20
• Reg. 15(2)
• Reg. 8(4)
• Reg. 6
• Reg. 20(5)

Parties

• Zafar Yunus Sareshwala
• Uves Yunus Sareshwala
• Parsoli Corporation Limited
• Habib Zafar Sareshwala
• Rama Singh
• Amber Zaidi
• Nazima Irshadali Saiyed
• Mohammed Alibhai Kothawala

Holding

The Acquirers (Noticee nos. 1 and 2) failed to comply with the SEBI Order dated July 27, 2010 to make a public offer and must complete the offer at INR 22.82 per share with 12% simple interest from July 27, 2010 within three months, failing which the amount is disgorged to IPEF with market restraints and penalties on the Noticees.

Full text

Final Order in the matter of Parsoli Corporation Limited Page 2 of 32 (“Zafar”/ “Noticee no. 1”) and Uves Yunus Sareshwala (“Uves”/ “Noticee no. 2”) (collectively referred to as “Acquirers”) are the promoters of the Target Company.

Final Order in the matter of Parsoli Corporation Limited Page 3 of 32 SEBI observed that a token value of INR 0.25 per share was considered by the Acquirers since a negative value of INR 3.41 of the share price of the Target Company was arrived at by adopting calculation based on share price, financials etc. for the year 2017 and 2018. As per the SEBI Order dated July 27, 2010, the public offer was required to be made within three months from the date of the SEBI

Final Order in the matter of Parsoli Corporation Limited Page 4 of 32 Valuer on June 26, 2019 and the same was accepted by the firm vide its letter dated July 05, 2019. Thereafter, SEBI vide letter dated July 12, 2019 advised the MB to ensure the availability of necessary information/ documents to the Independent Valuer for carrying out the valuation assignment. The Independent Valuer through its various emails had requested the MB of the Target Company to provide the requisite documents/ information (audited financial reports for F.Y. 2008 and 2009, quarterly financials for F.Y. 2009 to 2011, details of share price movement one year prior to July 27, 2010 and from July 27, 2010 to March 31, 2012) that were vital for the valuation of the share price to ensure the completion of public offer as directed in the SEBI Order. The MB in turn sought the requisite information from the Acquirers and the Target Company, however, in spite of several communications, the requisite information was not provided by the Acquirers and the Target Company.

Source: SecMarx — sebi:WTM/AN/CFD/CFD-SEC-5/30814/2024-25. 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.