sebi:WTM/PS/ISD/49/12/2011
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Facts / Headnote
Interim ex-parte directions dated September 21, 2011 confirmed and continued till further directions; conversion of warrants issued prior to the Order permitted; request of Cals Refineries Limited to allow GDR issues rejected.
Provisions invoked
- s. 19
Parties
- Asahi Infrastructure & Projects Limited
- IKF Technologies Limited
- Avon Corporation Limited
- K Sera Sera Limited
- CAT Technologies Limited
- Maars Software International Limited
- Cals Refineries Limited
Holding
The interim ex-parte directions dated September 21, 2011 against the seven companies are confirmed and shall continue till further directions, and conversion of warrants issued prior to the Order is permitted. The request of Cals Refineries Limited to permit it to allow GDR issues is rejected.
Full text
Page 2 of 13 to those shares sold (to the extent of 33% to 75%) by the FIIs/sub-accounts in the scrips, had conducted an examination into the same. The prima facie
Page 3 of 13 company had also filed its reply (before the hearing) as well as the written submissions (after the hearing). According to the counsel, the aforesaid company had been grouped with the other companies as it came out with GDR issue at the same time when the other companies had also come out with GDR issues. However, according to him, there are many distinguishing features (as mentioned below) between their case and the case of other companies. a) In all other cases, the Merchant Banker/Lead Manager/Arranger to GDR issue was M/s Pan Asia Advisors Limited, whereas in their case the Lead Manager was BBS Capital Partners Switzerland and Investment Bank Montenegro, Montenegro. b) In all other cases, the proceeds of GDR issue were deposited in European American Investment Bank, whereas in their case proceeds have been deposited in Banco Efisa, Portugal. c) In all other cases, the issue was at a price higher than the market price in domestic market, whereas in their case, the issue price was lower than the domestic market price. It was submitted that in 2006-07, the company was virtually a defunct company and that the current promoters had entered the company for implementing the refinery project and had launched GDR issue for funding the projects. It was further submitted that it had utilized the GDR proceeds for the refinery project and the same had been duly disclosed in all the quarterly and annual reports. According to it, the financials of a company are only one of
Page 4 of 13 3. Mr. Joby Mathew, Advocate appeared on behalf of K Sera Sera Limited on November 18, 2011 and made submissions. Ms. Bharati Dagi, Director of the aforesaid company was also present during the hearing. The said company also filed written submissions, vide letter dated November 23, 2011. The company inter alia submitted it had issued GDRs in 2007 and 2009 and that it had satisfied all the conditions for listing on the Luxembourg Stock Exchange, where they were traded prior to conversion and that no complaints were received in respect of its GDR. It was also submitted that in the absence of any
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Source: SecMarx — sebi:WTM/PS/ISD/49/12/2011. 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.