sebi:WTM/PS/89/CFD/NOV/2015
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Facts / Headnote
Interim order dated June 04, 2013 revoked; matter referred for adjudication proceedings under sections 23E and 23H of the SCRA
Provisions invoked
- s. 19
- s. 21
- s. 23I
- s. 12A
Parties
- Tea Time Limited
- its directors
- promoters
- promoter group
Holding
The interim order dated June 04, 2013 against Tea Time Limited, its directors, promoters and promoter group is revoked as the Company has now complied with the MPS requirements under rule 19A of the SCRR read with clause 40A of the listing agreement. However, the matter is referred for adjudication proceedings under sections 23E and 23H of the SCRA for the delayed compliance.
Full text
Page 2 of 4 (a) The Company was incorporated on September 18, 1979 in Kolkata, West Bengal. It was engaged in the business of exporting tea to the Middle East countries mainly Iraq and Libya. Due to the political uncertainties in Iraq, the business of the Company had to be discontinued many years back. (b) The share capital of the Company comprised of 26,73,000 equity shares of Rs.10/- each and the same were listed on BSE and CSE. The Company was in compliance with the Listing Agreements. (c) As the performance of the Company started deteriorating, some of the public shareholders created pressure on the promoters to buy their shares as they were not getting the exit opportunity at their expected price. Therefore, the promoters purchased a few shares, which increased their shareholding to 81.42%. (d) The promoters were under the impression that their shareholding will be diluted as per SEBI/Stock Exchange norms once the performance of the Company stabilized. (e) However, the performance of the Company continued to deteriorate more and finally the business of the Company was completely suspended. The promoters therefore never got the opportunity to offload their excess shareholding to the public. Despite their excess shareholding, the promoters never took advantage by way of corporate benefits like dividend, bonus etc. (f) As the operations of the Company were suspended, there were no senior level employees/company secretary/compliance officer to look after its periodical compl
Page 3 of 4 6. Thereafter, the Company vide letter dated September 09, 2015, informed that it had completed the allotment of 2,30,919 bonus equity shares to its public shareholders in terms of SEBI Circular no. CIR/CFD/DIL/11/2012 dated August 29, 2012. As per the Company, the promoters now hold 74.95% and the public shareholders hold 25.05% of the equity share capital. The Company also enclosed the revised shareholding pattern and requested SEBI to withdraw the interim order issued against it, its promoters and directors.
Page 4 of 4 9. In view of the above, it becomes clear that the Company has delayed in complying with the MPS requirements as it was able to achieve compliance only by September 09, 2015. Though the Company has made submissions regarding its difficulties in achieving compliance within the due date, it is to be noted that the relevant statute does not provide for any exemption or relaxation of the continuous listing requirements mandated under rule 19A of the SCRR. Therefore, a listed company shall comply with all applicable laws including the continuous listing requirements as stipulated under the SCRA and SCRR.
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Source: SecMarx — sebi:WTM/PS/89/CFD/NOV/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.