sebi:WTM/RKA/IVD/132/2014
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Facts / Headnote
Show Cause Notice disposed of without issuing any direction against the noticees
Provisions invoked
- s. 60A
Regulations
- Reg. 2(1)
- Reg. 57(1)
- Reg. 57
- Reg. 57(2)
- Reg. 57(2)(b)
Parties
- Splash Media and Infra Limited
- Sukusama Trades and Investments Private Ltd (STIP)
Holding
The SCN alleging violations of regulation 57(2)(a)(i) and (ii) read with clauses IX(B)(10) and (12) of Part A of Schedule VIII of the ICDR Regulations was disposed of without any direction against the noticees, as those provisions apply only to Offer Documents (RHP/Prospectus/Shelf-Prospectus/Information Memorandum) and not to a Draft Letter of Offer (DLO).
Full text
Order in the matter of Splash Media and Infra Limited Page 2 of 5 (b) SMIL incorrectly disclosed in its DLO the profit of `7.66 lakhs under the heading “Income from trades in tiles”. SMIL had disclosed a turnover of `26.68 crore for the six month period April-September 2010 whereas as per the MVAT return filed by SMIL, its total turnover for the Financial Year 2010-11 was more than `30 crore. In this regard, it has been alleged that the noticees violated provisions of regulation 57 (2) (a) (i) and (ii) read with Clause IX(B)(10) of Part A of Schedule VIII of the ICDR Regulations.
Order in the matter of Splash Media and Infra Limited Page 3 of 5 (b) turnover of products traded in by the issuer; and (c) turnover in respect of products not normally dealt in by the issuer but included in (b) above, shall be mentioned separately". ................................................................................... (12) Related Party Transactions: The issuer shall disclose the following details of related party transactions and make disclosures in accordance with the requirements of Accounting Standard (AS 18) “Related Party Disclosures” issued by the Institute of Chartered Accountants of India: (a) Information with respect to transactions or loans between the issuer and (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the issuer; (ii) associates; (iii) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the issuer, and close members of any such individual’s family; (iv) key managerial personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the issuer, including directors and senior management of companies and close members of such individuals’ families; (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a p
Order in the matter of Splash Media and Infra Limited Page 4 of 5 sale would have misled its shareholders had the rights issue been made. (c) DLO was dated December 17, 2010 whereas the MVAT return was the revised return as filed by SMIL in April 2011. Further, sales figure as disclosed in the DLO was sales net of tax whereas the sales figures in its MVAT return is gross sales inclusive of tax. (d) The names of the related parties, the nature of transactions and the amount paid to/received from such parties was disclosed in the DLO. Further, it has been disclosed in the DLO under the heading “Statement of Related Party Transactions” that share application money to the tune of `281 lakh was paid to STIP when STIP intended to acquire a commercial property that was beneficial for SMIL as well. Thus, the related party transactions have been duly disclosed in the DLO. Further, the said share application money was refunded by STIP to SMIL on January 18, 2011 after STIP could not acquire the said property.
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Source: SecMarx — sebi:WTM/RKA/IVD/132/2014. 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.