sebi:WTM/PS/68/CFD/OCT/2015
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Interim order dated June 04, 2013 confirmed against the Company, its directors, promoters and promoter group for failure to maintain minimum public shareholding of 25%.
Provisions invoked
- s. 19
- s. 21
- s. 12A
Parties
- International Constructions Limited
- its directors
- promoters
- promoter group
Holding
SEBI confirmed the directions issued in the interim order dated June 04, 2013 against International Constructions Limited, its directors, promoters and promoter group for continuous non-compliance with the minimum public shareholding (MPS) requirement of 25% under Rule 19A of the SCRR and Clause 40A of the Listing Agreement read with Section 21 of the SCRA.
Full text
Page 2 of 4 (a) The shares of the Company are listed on NSE, CSE and UPSE and are not traded. Though the Company follows the listing norms and pays the listing fees regularly, it gets little response from these stock exchanges with respect to its queries. (b) In case of NSE, the trading of its shares were suspended from 2001. The Company has taken a lot of efforts to lift the suspension but did not get good feedback. (c) NSE had informed that the Company cannot use the Offer for Sale portal for off- loading promoters’ shares for complying with MPS as its trading has been suspended. Though the Company sought advice from NSE as to whether it could undertake off-market sale of promoters’ shares to some identified persons from general public, it did not get any response from NSE. (d) The Company could not take steps through other methods like bonus or rights issue as further shares cannot be issued without in-principle approval of stock exchange and NSE does not provide any approval for a suspended company for further issue of shares. (e) The Company was not able to achieve MPS to 25% from 13.73% before the due date under SCRR only in view of the above circumstances.
Page 3 of 4 (d) The Company has been repeatedly following up with NSE for revocation of suspension since the last 5 years. (e) The promoter holding in the Company is at 86.27% of the total paid-up capital and has identified certain individuals/entities to offload about 14% and has approached NSE with a request to provide OFS mechanism through which shares may be offloaded. (f) As the (trading in) shares of the Company are suspended, NSE has expressed its inability to provide the facility. Therefore, the Company is unable to offload the shares and therefore not able to meet the MPS norms as stipulated under the SCRR and the Listing Agreement. (g) The Company assured that once suspension is revoked, it would immediately comply with the requirements and ensure MPS of 25%. (h) The Company requested SEBI to consider the above facts and pass necessary orders.
Page 4 of 4 MPS requirements till date in breach of rule 19A of the SCRR and Clause 40 A of the Listing Agreement read with section 21 of the SCRA, and such non-compliance being continuous in nature, it becomes necessary for SEBI, to confirm the directions issued vide the interim order against the Company, its directors and promoters/promoter group. Further, for proper regulation of the securities market and in view of the continuing nature of the violations committed by the Company, SEBI may also initiate other action, as appropriate in law, against the Company, its directors and promoters.
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:WTM/PS/68/CFD/OCT/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.