sebi:WTM/PS/74/CFD/FEB/2014
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Facts / Headnote
Interim order directions revoked; Company warned for non-compliance with MPS requirement; no further action initiated
Provisions invoked
- s. 19
- s. 12A
Parties
- Premier Synthetics Limited
- its directors
- promoters
- promoter group
Holding
The Whole Time Member revoked the interim order directions dated June 04, 2013 against Premier Synthetics Limited, its directors, promoters and promoter group with immediate effect, and warned the Company for non-compliance with the Minimum Public Shareholding (MPS) requirement as of June 03, 2013.
Full text
Page 2 of 4 4. The Company also filed written submissions vide its letter dated September 02, 2013, wherein it inter alia submitted as follows : a) During 1998, the Company had raised loans from Oman International Bank S.A.O.G. ("Oman Bank") For this purpose, the promoters of the Company pledged part of their holding as collateral security. b) The Company incurred heavy losses and was under BIFR. The equity shares of the Company were suspended from trading by the BSE from September 10, 2001 till May 2011. c) Considering the circumstances, Oman Bank transferred the pledged equity shares in its name in September 2000, though the shares were pledged only as a collateral security. d) As the shares were transferred by Oman Bank in its name, the promoters' holding was reduced, though they were the real owners of those shares and did not sell the shares to the said entity. e) Oman Bank never exercised any rights or received any benefit as owner of the shares. Shares were transferred to Oman Bank in its name to safeguard its interest for securing the loan given by it to the Company. f) After a lot of litigations and negotiations, Oman Bank assigned their loan account to Edelweiss Assets Reconstruction Company Limited ("Edelweiss") during the year 2011 with all mortgage assets of the Company and also the equity shares held by them as collateral security. g) Edelweiss released these equity shares received by them from Oman Bank to the promoters during December 2012. h) On receipt of th
Page 3 of 4 6. I have considered the submissions made by the Company including the documents submitted by it and those on record. I have perused the filings made by the Company with the BSE with respect to its shareholding pattern and note that the public shareholding was at 30.34% for the quarter ended December 2012 and the same was reduced to 18.79% as per the filing made for the quarter ended March 2013. The Company has submitted that the Oman Bank had transferred the shares pledged by the Company's promoters in its name, which was the reason for the reduction in the shareholding of the promoters. Thereafter, Oman Bank has assigned their loan account to Edelweiss. The Company has submitted that Edelweiss had released such shares to the promoters during 2012. The Company has further submitted that the shares were always owned by the promoters irrespective of their pledge to Oman Bank and the subsequent transfer of the shares in the name of Oman Bank.
Page 4 of 4 thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby revoke the directions issued vide the interim order dated June 04, 2013 against the company, Premier Synthetics Limited, its directors, promoters and promoter group, with immediate effect.
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Source: SecMarx — sebi:WTM/PS/74/CFD/FEB/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.