sebi:WTM/PS/32/CFD/SEPT/2014

SEBI · SEBI · 2010-12-02 · Prashant Saran, Whole Time Member

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Facts / Headnote

Directions issued vide interim order dated June 04, 2013 against Vintron Informatics Limited, its directors, promoters and promoter group confirmed; order to remain in force till further directions.

Provisions invoked

Parties

Holding

SEBI confirmed the directions issued against Vintron Informatics Limited, its directors, promoters and promoter group for failure to comply with the minimum public shareholding (MPS) requirements under Rule 19A of the SCRR within the stipulated timeline.

Full text

Page 2 of 4 b. As on the date of the BIFR order, the paid up share capital of the Company was ₹ 5,85,58,000 and the public shareholding therein constituted to be 70.03% in the total paid up share capital of the Company. c. As per the revival scheme, an amount of ₹ 1,450 lakh was brought in by the promoters/ directors through their associate concerns. Further, in terms of the BIFR order, 7,25,00,000 equity shares were allotted to the promoters on January 29, 2010, by way of conversion of loan and thereby the minimum public shareholding got reduced to 5.27%. The said allotment of shares was subject to a lock-in for a period of three years from the date of allotment. d. Thereafter, the operational results of the Company improved and the net worth of the Company became positive. BIFR vide its order dated December 02, 2010, discharged the Company from the purview of SICA/ BIFR. The BIFR also ordered that the rehabilitation scheme as approved shall be under implementation till the period for which the revival scheme was approved and the reliefs and concessions granted therein continued to be available to the Company and its promoters till March 31, 2014. As per the revival scheme, the Company is exempted from maintaining the required minimum public shareholding of 25% till the period of rehabilitation. e. In the meantime, the Hon'ble Delhi High Court in its order dated September 07, 2012, in a matter against the Company and its promoters has restrained the promoters of the Company

Page 3 of 4 02, 2010, the Company was discharged from the purview of SICA/ BIFR. The Company has argued that it is exempted by the order of BIFR from the requirement of maintaining the MPS at 25% till the end of rehabilitation period i.e. till March 31, 2014. I have perused the order of Hon'ble BIFR dated December 02, 2010 and find that no such exemption was granted to the Company/ promoters from operation and applicability of SCRR including MPS requirement under Rule 19A(1) of SCRR. Therefore, I find the above submission of the Company to be incorrect. In the absence of any such exemption from complying with the MPS norms, the Company should have taken steps to comply with the same when it came out of BIFR.

Page 4 of 4 group. Further, for such contravention, SEBI may also initiate other action, as appropriate in law, against the Company, its directors and promoters/ promoter group.

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Source: SecMarx — sebi:WTM/PS/32/CFD/SEPT/2014. 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.