sebi:WTM/GA/4/ISD/4/07
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Facts / Headnote
Interim order directing the Jalco group entities, their associate entities and certain directors not to buy, sell or deal in shares of GHCL directly or indirectly, and directing depositories not to give effect to any transfer of shares of GHCL in their beneficial owner accounts, pending inquiry; directions to take effect immediately and remain in force until further orders, with 15 days to file written objections.
Provisions invoked
- s. 11B
- s. 11(4)
- s. 19
- s. 11(1)
Regulations
- Reg. 3
- Reg. 47
Holding
The Whole-Time Member held that the Jalco group entities, including promoter group entities of GHCL, prima facie indulged in artificial volume creation through synchronized trades and off-market transactions in violation of Regulations 3, 4(1) and 4(2)(a), (b) and (g) of the SEBI (PFUTP) Regulations, 2003, and issued an interim order restraining them and their associates/directors from dealing in GHCL shares pending inquiry.
Full text
Page 2 of 23 4. The shareholding pattern of the company as on March 31, 06 is as follows: Table 1: Shareholding pattern as on December 31, 2006
Page 3 of 23 5. The corporate announcement by GHCL in the month of November 06 to March 2007 is as follows: Table 2: Corporate announcements of GHCL Date News subject News body 30/11/06 Change in Financial Year Change of financial year from December ending to March ending and hence annual accounts of the Company for the year will be closed on March 31, 2007 i.e. for 15 months. 1/12/06 Updates Oval Investment Pvt Ltd (one of the promoter Company) has informed the Company that they have obtained approval from Reserve Bank of India (RBI) for transfer of 20,00,000 preferential convertible warrants of the Company, in favour of Hexabond Ltd (foreign promoter Company) i.e. inter se transfer between the promoters. 11/12/06 Outcome of CoD Meeting GHCL Ltd has informed BSE that Banking & Operations Committee of the Board of Directors (CoD) in its meeting held on December 11, 06 has approved transfer of 20,00,000 Preferential Warrants convertible into equity shares from Oval Investment Pvt Ltd to Hexabond Ltd. 15/12/06 Conversion of Preferential Warrant into Equity Shares Request from Hexabond Ltd for conversion of 20,00,000 preferential warrants into equity shares 12/02/2007 Acquisition The Company acquired Best Manufacturing Group of USA for a consideration of US $ 35 million through its international subsidiary GHCL Inc. 22/12/06 GHCL - Acquisition of assets of H W Baker Lenin Co The Company's step down subsidiary Dan River Inc., in USA acquired assets of H W Baker Lenin Co., having
Page 4 of 23 Date News subject News body Preferential Convertible Warrants Rs 10/- each at a premium of Rs 55.10 per share for cash to Oval Investment Pvt Ltd against conversion of 25,00,000 preferential convertible warrants
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Source: SecMarx — sebi:WTM/GA/4/ISD/4/07. 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.