sebi:WTM/KMA/IVD/369/03/2011
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Facts / Headnote
Interim directions issued vide Order dated April 20, 2009 revoked with immediate effect
Provisions invoked
- s. 11(4)
- s. 19
Holding
The interim directions issued against GHCL Limited, its officers, and ten promoter entities vide Order dated April 20, 2009 are revoked with immediate effect, without any finding on merits, as the investigation in the matter is in progress.
Full text
Page 2 of 7 also present in the hearing. Thereafter, GHCL, Mr. Sanjay Dalmia, Mr. Ravi Shanker Jalan, Mr. Bhuwneshwar Mishra and the remaining ten entities (out of the forty three promoter entities) namely, Carissa Investment Private Limited, Dear Investment Private Limited, Dalmia Housing Finance Limited, Altar Investment Private Limited, Antarctica Investment Private Limited, Archana Trading and Investment Company Private Limited, Anurag Trading Leasing and Investment Company Private Limited, Comosum Investment Private Limited, Ilac Investment Private Limited and Lovely Investment Private Limited (hereinafter collectively referred to as the entities and individually by their respective names) filed a consent application dated June 9, 2009 for passing of a consent order in terms of SEBI Circular dated April 20, 2007. However, the same were rejected by SEBI and they were informed of the same, vide letter dated July 31, 2009. Subsequently, the entities had filed another application, vide letter dated August 26, 2010, for passing of a consent order. The said application was also rejected and the same was communicated, vide letters dated September 17, 2010 and February 4, 2011 (in respect of Archana Trading and Investment Company Private Limited). In view of the pendency of the consent applications, the present proceedings were kept in abeyance. The entities were afforded opportunities of hearing and they finally appeared on December 3, 2010, when they were represented by Mr. F.
Page 3 of 7 made on their behalf by the learned senior counsel which were on the lines of the replies of the entities and other material available on record. The only issue to be considered at this stage is to decide whether the interim directions issued vide the Order against the aforesaid persons/entities need to be continued, modified or revoked, in the light of their submissions and the facts and circumstances of the case. Since the submissions of the entities are more or less similar in substance, the submissions of Carissa Investment Private Limited are considered for the purpose of this Order.
Page 4 of 7 buy back the shares at a later date. It was the submission of the entities that it was in this background that they had requested, on the basis of a legal opinion, GHCL to include shares of GHCL held by other entities as a part of its shareholding, while making disclosures to the stock exchanges under Clause 35 of the Listing Agreement. The entities further stated that the inclusion of shares held by other entities in their shareholding was not actuated by any sinister/fraudulent/manipulative intent or design and was guided by their interest in protecting GHCL from any takeover threat. It was added that, in the said circumstances, the disclosures regarding their shareholding were made by GHCL to the stock exchanges, which were at variance with the actual shareholding in their name. The entities further stated that certain doubts were raised regarding the inclusion of shareholding of other entities in their shareholding, pursuant to an amendment to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as the Takeover Regulations) on January 28, 2009 and therefore, they had sought another legal opinion in order to confirm whether they could still continue to include the shares held by other entities in their shareholding. On the basis of the legal advice so obtained, they had immediately filed the details of their shareholding inter alia specifying the shares pledged by them and exclud
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Source: SecMarx — sebi:WTM/KMA/IVD/369/03/2011. 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.