sebi:WTM/PS/61/CFD/DIL-1/NOV/2013
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Facts / Headnote
Application dated 15.05.2013 filed by Mr. Suresh N. Vijay disposed of; allegations of misrepresentation/suppression in the Prospectus dated 20.12.2009 regarding title of 'Dainik Bhaskar' and transfer of windfarm business found to have no merit; fresh allegation regarding non-disclosure of IPO Grade rationale referred to SEBI for examination.
Provisions invoked
- s. 19
- s. 391
- s. 5(2)
Regulations
- Reg. 28(1)
Parties
- DB Corp Limited
Holding
The Company did not misrepresent or suppress facts relating to the title of 'Dainik Bhaskar' or the transfer of the windfarm business in its Prospectus dated 20.12.2009, and the disclosures made were adequate under the ICDR Regulations. The separate allegation of non-disclosure of the rationale for the IPO Grade was directed to be examined by SEBI.
Full text
Page 2 of 30 (ii) In terms of the deed, there is absolute assignment of the proprietary rights, title, interest and liabilities in the business and affairs of the Daily Hindi Newspaper 'Dainik Bhaskar' with all its editions all over India by the assignors for consideration paid by the assignee ("the applicant"), which is irrevocable. Mr. Ramesh Chandra Agarwal, the Chairman of DB Corp Limited (hereinafter also referred to as "the Company") is also aware of such assignment. (iii) As per the Order dated 10.10.2006 of the Hon'ble High Court of Gujarat at Ahmedabad in Company Petition No. 127 of 2006 in Company Application No. 268 of 2006, the Company was a "resulting company" in such proceedings and was not engaged in any commercial activity. A scheme of demerger of Writers and Publishers Limited into DB Corp Limited was approved vide the aforesaid Order dated 10.10.2006. Vide another
Page 3 of 30 4. Ramesh Chandra Agarwal - 15% b) A deed of partnership was executed on 10.04.1972 by all the partners. The partnership firm was to carry on three businesses as stated in the partnership deed and one of them was of newspaper, printing and publishing under the name and style of "Dainik Bhaskar" from Bhopal. c) On 13.03.1985, the partnership firm acting through its partner Shri Dwarka Prasad Agarwal sold its business of publishing Dainik Bhaskar from Bhopal, its property and the 'goodwill' to Writers and Publishers Limited for a consideration of ₹5,00,000/- for a period of 10 years. The applicant had reproduced paragraph 4 of the said deed which, according to the applicant, was also mentioned in paragraph 11 of the plaint. d) Mr. Bishambhar Dayal Agarwal (defendant no. 1) acting in violation of the terms and conditions as contained in paragraph 14 of the document dated 13.03.1985, submitted a declaration on 26.06.1986 before the Additional District Magistrate, Jabalpur, under section 5(2) of the Press and Registration of Books Act, 1867 seeking authentication to print and publish a daily newspaper under the name and style of 'Dainik Bhaskar' from Jabalpur. In column no. 10 of the declaration form, the owner's name was mentioned as "Bishambhar Dayal Agarwal - Lessee – Bhaskar Prakashan Pvt. Ltd." e) Thereafter, Mr. Bishambhar Dayal Agarwal filed a second declaration on 30.01.1987 before the Additional District Magistrate, Jabalpur under the same provision of law, w
Page 4 of 30 g) Pursuant to the Order dated 14.10.1987 passed by the District Magistrate, Jabalpur, Mr. Bishambhar Dayal Agarwal continued to publish Dainik bhaskar from Jabalpur with the connivance of defendant no.2 (i.e., Mr. Dwarka Prasad Agarwal) showing that he is publishing Dainik Bhaskar for and on behalf of the firm, M/s. D.P. Agarwal & Bros. h) The contradictory statements made by Mr. Bishambhar Dayal Agarwal (defendant no.1) indicated that he was frantically trying to extricate himself from the sale of business and goodwill of "Dainik Bhaskar". i) In view of the same, the Civil Suit No. 74-A/1987 was filed by Writers and Publishers Limited for the following reliefs : (i) Declaration to the effect that the plaintiff is the owner of the business of Dainik Bhaskar published from Bhopal and of its goodwill since 01.04.1985 and that nobody else is entitled to publish a newspaper in the name and style of 'Dainik Bhaskar' from anywhere in India ; (ii) Perpetual injunction to restrain the defendant from printing, publishing and selling the daily newspaper 'Dainik Bhaskar' either from Jabalpur or from any other place in India ; (iii) Compensation of Rs.30,000/- by way of damages for losses caused due to unauthorised and illegal publication of the said newspaper. j) During the pendency of the said suit, Mr. Dwarka Prasad Agarwal passed away on 19.07.1993 and the suit was abated. However, vide order dated 27.10.1993, the civil suit was withdrawn by Writers and Publishers Limit
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Source: SecMarx — sebi:WTM/PS/61/CFD/DIL-1/NOV/2013. 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.