sebi:WTMN/214/CFD/9/04

SEBI · SEBI · 1992-06-11 · T M Nagarajan, Whole Time Member

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Facts / Headnote

Directions issued: Topline Shoes Ltd and its directors HMG Murthy and HMB Murthy restrained from accessing the capital market for five years; public companies in which these directors hold controlling or substantial interest also barred from raising funds from the capital market for five years.

Provisions invoked

• s. 11B
• s. 11
• s. 19
• s. 11(1)
• s. 21

Parties

• Topline Shoes Limited
• H M G Murthy
• H M B Murthy

Holding

SEBI's Whole Time Member directed Topline Shoes Limited and its present directors HMG Murthy and HMB Murthy to disassociate from capital market activities and not access the capital market for five years, and further directed that public companies in which these directors hold controlling or substantial interest shall not raise funds from the capital market for five years.

Full text

Home » Enforcement » Orders » Orders of Chairman/Members Enforcement Enforcement▼ ORDER In the matter of directions under Section 11 read with Section 11B of the SEBI Act, 1992 to Topline Shoes and its directors WTMN/214/CFD/9/04 1.0              Background 1.1 A Co-ordination and Monitoring Committee (hereinafter referred to as the ‘CMC’) was set up jointly by the Department of Company Affairs (hereinafter referred to as ‘the DCA’) and the Securities and E Board of India (hereinafter referred to as ‘SEBI’) in 1999 in respect of companies which raised money from the public and which were not traceable. These companies were identified as companies. Seven Task Forces for each region were also set up consisting of Officers of DCA, SEBI and the concerned Stock Exchange to assist the CMC in identifying vanishing companies in t and recommending the action to be taken by DCA and SEBI against such companies. 1.2  In the fifth meeting of the CMC held on 1.7.2000, the criteria for identifying vanishing companies has been laid down and companies that met the following criteria were to be considered as vanishing co a)                   Companies which have not complied with listing requirements / filing requirements of Stock Exchange / Registrar of Companies respectively for a period of 2 years. b)                  Where no correspondence has been received by the Exchange from the company for a long time. c)                   Where no office of the company is located at the registered of

not traceable. These companies were identified as vanishing companies. Seven Task Forces for each region were also set up consisting of Officers of DCA, SEBI and the concerned Stock Exchange to assist the CMC in identifying vanishing companies in the region and recommending the action to be taken by DCA and SEBI against such companies. 1.2 In the fifth meeting of the CMC held on 1.7.2000, the criteria for identifying vanishing companies has been laid down and companies that met the following criteria were to be considered as vanishing companies: a) Companies which have not complied with listing requirements / filing requirements of Stock Exchange / Registrar of Companies respectively for a period of 2 years. b) Where no correspondence has been received by the Exchange from the company for a long time. c) Where no office of the company is located at the registered office address at the time of Stock Exchange inspection. 1.3 In the meeting of the CMC held on 25.2.2003, Topline Shoes Limited (hereinafter referred to as “TSL”) was included in the list of vanishing companies. 2.0 Public issue by TSL 2.1 TSL came out with a public issue of 46,50,000 equity shares of Rs 10/- each for cash through a prospectus dated 11.6.1992. The issue opened on 10.7.1992, the earliest closing date was 14.7.1992 and the latest closing date was 20.7.1992. It has been stated in the prospectus that applications have been made to the Stock Exchanges at Vadodara, Mumbai and Ahmedabad for listing of the s

Alkapuri Vadodara and the following persons are shown as directors: (a) Duleep Singh (b) H M G Murthy (c) H M B Murthy (d) Sunil M Gavaskar (e) Vinod B Mistry (f) Arun L Kapani The qualifications and experience of the said persons are also shown therein. 3.0 Topline Shoes Limited– a vanishing company. 3.1 After the said public issue, the shares of TSL were listed at Vadodara, Mumbai and Ahmedabad Stock Exchanges. It has been found that TSL has not been complying with various clauses of the Listing Agreement entered into by it with the Stock Exchange viz., not submitting statutory reports, directors’ reports and other required reports, not furnishing financial results including Cash Flow Statements, Balance sheet and Profit & Loss Account etc. to the Stock Exchanges. The non-compliance of listing agreement by the said company is in violation of the provisions of Section 21 of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as SCRA). The scrip has been de- listed from the Mumbai Stock Exchange w.e.f 17.2.1997. 4.0 Show cause notice and personal hearing 4.1 In view of the above, a show cause notice dated 5.5.2003 was issued by SEBI to TSL calling upon them to explain why action, including prohibiting them from accessing the capital market for a period of five years should not be

Source: SecMarx — sebi:WTMN/214/CFD/9/04. 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.