sebi:WTMN/216/CFD/9/04
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Appropriate orders to be passed against the company and its directors at the material time after giving them an opportunity of personal hearing; no action to be taken against erstwhile directors.
Provisions invoked
- s. 11B
- s. 21
Parties
- Sterling Kalks and Bricks (I) Limited
- P S Santhankrishnan
- Paramjeet Singh Saluja
- Vijay Kumar Verma
- Avtar Singh Narang
- Sachidand Chitale
- Heinz George Sibelds
- Ramnik Shah Saluja
- Suresh Sharma
- Sachin Sharma
- Gautam Jha
- Suresh Jain
- Ashok Sharma
Holding
The Whole Time Member directed that appropriate orders shall be passed against SKBL and its directors at the material time after giving them an opportunity of personal hearing, and found that no action needs to be taken against the erstwhile directors since the company had complied with listing agreement requirements while they were on the Board.
Full text
Page 2 of 6 1.3 In the meeting of the CMC held on 25.2.2003, Sterling Kalks and Bricks (I) Limited (hereinafter referred to as “SKBL”) was identified as a vanishing company and it was decided to initiate prosecution and lodge First Information Report (FIR) against all vanishing companies. 2.0 Public issue by SKBL 2.1 SKBL came out with a public issue of 44,35,379 equity shares of Rs. 10/- each for cash through a prospectus dated 4.10.1993. The issue opened on 8.11.1993, the earliest closing date was 11.11.1993 and the latest closing date was 18.11.1993. It has been stated in the prospectus that applications have been made to the Stock Exchanges at Indore (the Regional Stock Exchange) and the stock exchanges at Mumbai, Delhi and Ahmedabad for listing of the shares. 2.2 In the prospectus, the address of the registered office of NGL is mentioned as 205, Chetak Centre, R.N.T Marg, Indore 452001 and the following persons are shown as directors: (a) P S Santhankrishnan (b) Paramjeet Singh Saluja (c) Vijay Kumar Verma (d) Avtar Singh Narang (e) Sachidand Chitale (f) Heinz George Sibelds (g) Ramnik Shah Saluja The qualifications and experience of the said persons are also shown therein. 3.0 Sterling Kalks and Bricks Limited – a vanishing company.
Page 3 of 6 3.1 After the said public issue, the shares of SKBL were listed at Stock Exchanges at Indore, Mumbai, Delhi and Ahmedabad. It has been found that SKBL has not been complying with various clauses of the Listing Agreement entered into by it with the Stock Exchanges 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 Stock Exchange, Mumbai. 4.0 Show cause notice and personal hearing In view of the above, a show cause notice dated 5.5.2003 was issued by SEBI to SKBL and directors viz. P S Santhankrishnan, Paramjeet Singh Saluja, Vijay Kumar Verma, Avtar Singh Narang, Sachidand Chitale, Heinz George Sibelds, Ramnik Shah Saluja, calling upon them to explain why action, including prohibiting them from accessing the capital market for a period of five years should not be taken under the SEBI Act and the Securities Contracts (Regulation) Act, 1956, specifically directions under section 11B of the SEBI Act. Similar show cause notices dated 5.5.2003 were also issued to the directors. Ramnik Singh Saluja submitted his reply vide letter dated 21.5.2003. In his reply, they stated that
Page 4 of 6 Sharma for takeover of the company. Since the acquirer wanted control over the company, the then directors of the company – PS Saluja, AS Narang, Santhanakrishnan, Sachidanand Chitale and himself resigned from the Board of Directors. In their place, new directors namely – Sachin Sharma, Gautam Jha and Ramesh Jain were inducted into the Board besides Ashok Sharma who was already on the Board.
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:WTMN/216/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.