sebi:WTM/MPB/EFD-DRA-III/113/2020

SEBI · SEBI · 2014-01-10 · Madhabi Puri Buch, Whole Time Member

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Facts / Headnote

Directions issued against Trinity Tradelink Limited and certain Noticees; SCN against Ms. Girija Banerjee, Mr. Akhtar Khan, Mr. Bhaskar Paul and Mr. Vikash Dubey disposed of without directions; adjudication proceedings to be initiated against TTL, Mr. Vikrant Kayan, Mr. Sukumar Das and Mr. Sharad Jhunjhunwala.

Provisions invoked

Regulations

Parties

Holding

The allotment of equity shares by erstwhile Trinity Tradelink Limited during 2011-12 constituted a deemed public issue in violation of Section 67 of the Companies Act, 1956, and consequently the company and its directors at the time of allotment (Mr. Vikrant Kayan, Mr. Sukumar Das, Mr. Sharad Jhunjhunwala) violated Sections 56(1), 56(3), 60(1), 73 read with Section 67 of the Companies Act, 1956, and the corresponding ICDR Regulations, 2009. The liability to repay under Section 73(2) transferred to Omnitech (now TTL) upon merger and continues, to be discharged by the present directors of TTL.

Full text

Order in the matter of Trinity Tradelink Limited (Earlier Known as “Omnitech Petroleum Limited”) Page 2 of 49 1. Trinity Tradelink Limited (CIN No. U51909MH2007PLC243684) (hereinafter referred to as “Trinity”), was an unlisted company and was incorporated on May 01, 2007. Trinity was merged with a listed company, namely, Omnitech Petroleum Limited (registered on March 30, 1985, and earlier known as Sharp Trading and Finance Ltd.), through a scheme of arrangement/ amalgamation, which was sanctioned vide order dated January 10, 2014, passed by the Hon’ble High Court of Bombay. The name of Omnitech Petroleum Limited (hereinafter referred to as “Omnitech”) was later changed to Trinity Tradelink Limited (CIN No. - L11103MH1985PLC035826) vide RoC certificate dated March 28, 2014 (hereinafter referred to as “TTL” or “the Company”). TTL is having its registered office at 16 & 17, Washington Plaza, Dispensary Road, Goregaon, Mumbai – 400062.

Order in the matter of Trinity Tradelink Limited (Earlier Known as “Omnitech Petroleum Limited”) Page 3 of 49 hearing and made their submission during the same and subsequently made additional submissions post the hearing.

Order in the matter of Trinity Tradelink Limited (Earlier Known as “Omnitech Petroleum Limited”) Page 4 of 49 5.4. In view of the above, it is alleged that there was an obligation on the Noticees, to file prospectus in connection with the issue of securities and comply with provisions of Section 56(1), 56(3), 60 (1), 73(1), 73(2) and 73(3) read with Section 67 of the Companies Act, 1956, and Section 465 (2) of the Companies Act, 2013, and Regulations 4(2)(d), 4(2)(e), 5(1), 5(2), 5(5), 5(7), 6(1) 7, 26(1), 26(2), 26(6), 32(1), 36, 37,46(1), 47(1), 49(1), 57(1), 58(1), 58(2), 63 and 115(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations, 2009”) read with Regulation 301 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations, 2018”).

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Source: SecMarx — sebi:WTM/MPB/EFD-DRA-III/113/2020. 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.