sebi:WTM/PS/54/CFD/SEPT/2015
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Facts / Headnote
Interim order dated June 04, 2013 confirmed against the company, its directors, promoters and promoter group; directions to remain in force till further directions.
Provisions invoked
- s. 19
- s. 21
- s. 32
- s. 108
- s. 12A
Parties
- Sanathnagar Enterprises Limited
- its directors
- promoters and promoter group
Holding
SEBI confirmed the directions issued in the interim order dated June 04, 2013 against Sanathnagar Enterprises Limited, its directors, promoters and promoter group for failure to maintain the minimum public shareholding of 25%.
Full text
Page 2 of 7 b. The name of the company was changed from Bakelite Hylam Limited to Sanathnagar Enterprises Limited in 2009. The Company was registered as a sick company in September 2001 before BIFR which vide its order dated August 22, 2005, sanctioned a rehabilitation scheme providing for a) capital reduction to the extent of 90% of capital b) capital infusion by the promoters by preferential allotment and c) de-merger of the company into three companies. The said order was affirmed by Appellate Authority of Industrial and Financial Reconstruction (AAIFR). c. The Company gave effect to the scheme. However, these corporate actions are not reflected in the records of the BSE and DSE. The company has reduced its paid up capital by 90% on June 30, 2005 and thereafter issued further capital to the new promoters. As per the scheme, majority of the promoter holding was transferred to the incoming promoter, Lodha group. Sizeable increase of promoters’ holding was under the scheme of rehabilitation. The shareholding pattern prior to and post the reduction of capital and preferential issue and post de-merger is as follows:-
Page 3 of 7 d. The increase in promoter shareholding from 54.59 % to 92.32 % is pursuant to the subscription/allotment/transfer of shares from the company under the BIFR order read with AAFIR order. Therefore, no ex-parte order could have been passed against the company. e. The company was discharged from BIFR in September 2008. Thereafter, the Company vide letter dated May 21, 2009 and July 14, 2009 requested BSE for revocation of the suspension. f. Meantime, the Company passed resolution for delisting the shares much before June 4, 2010 when the MPS requirement was stipulated. The Company vide its letter dated May 20, 2010 had written to BSE stating its intention to delist its shares. Thereafter, the company in in its letter dated June 17, 2010 to BSE, stated that it had already made application for delisting from BSE. In view of the suspension of trading, the Company could not go ahead with delisting. g. Therefore, the Company followed up with BSE for revocation of suspension by providing additional information and clarifications vide letters dated January 12, 2015, March 3, 2015, March 10, 2015 and March 30, 2015. The Company has cleared all its dues to BSE including the listing fees. The Company is compiling the documents as per the last request from BSE and is confident of revocation of suspension. In view of the non-availability of information relating to shareholding pattern for the period prior to 2000, the Company is not able to provide to BSE the same. Therefore, t
Page 4 of 7 j. Hence, the Company vide letter February 11, 2013 made a request to SEBI under clause 40A(ii)(g) of Listing Agreement, for permitting the reduction of promoters’ holding through negotiated deal with interested persons as envisaged in section 108 of the Companies Act, 1956. However, SEBI passed the interim order. k. Though promoters are willing to dilute their holding, in view of the facts and circumstance, they are handicapped from complying with the MPS norms. l. The Company seeks a period of ten months for compliance of MPS subject to the necessary clearances from BSE for revocation of suspension.
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Source: SecMarx — sebi:WTM/PS/54/CFD/SEPT/2015. 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.