2012 (9) TMI 1125 - AT - Companies Law

Tribunal rules liabilities continue post-amalgamation; warns appellant for share price manipulation

Khandwala Securities Ltd Versus Securities and Exchange Board of India

The Tribunal held that the liabilities and obligations of KFL continue against the appellant post-amalgamation, supported by an undertaking from the ... - Issues Involved:1. Liability of the appellant post-amalgamation with KFL.2. Alleged price manipulation and undue advantage by the appellant.3. Delay in the completion of proceedings.Summary:1. Liability of the appellant post-amalgamation with KFL:The appellant argued that it should not be liable for the actions of KFL, which merged with the appellant in 2002, as the alleged wrongdoing occurred before the merger. The appellant emphasized clause 14(iii) and (iv) of the explanatory statement u/s 393 of the Companies Act, 1956, and clause 5 of the amalgamation scheme, arguing that only pending legal proceedings at the time of amalgamation would bind the appellant. The respondent countered that all pending dues and obligations of KFL survive post-amalgamation. The Tribunal concluded that the liabilities and obligations of KFL continue against the appellant post-amalgamation, supported by an undertaking from the appellant to SEBI on March 8, 2002, agreeing to respond to all prospective actions regarding KFL.2. Alleged price manipulation and undue advantage by the appellant:The appellant allegedly manipulated the price of Kopran shares by purchasing shares at a lower price before issuing a 'Strong Buy' recommendation and then selling them at a higher price through cross deals. The appellant denied any wrongdoing, claiming the purchases were made in the ordinary course of business without knowledge of the research report. However, the Tribunal found that the appellant had clear knowledge of the research report and that the purchases were influenced by it. The Tribunal noted that the appellant engaged in 45 cross deals, contributing significantly to the volume increase and subsequent price rise of the scrip. The Tribunal held that the appellant's actions were contrary to the ethics of a broker and derived undue profit by manipulating the market.3. Delay in the completion of proceedings:The appellant raised strong objections to the prolonged delay in the proceedings, arguing that the initial notice was issued six years after the investigation period, and the hearing took place nine years later. The Tribunal acknowledged the delay and its impact on the appellant's ability to trace relevant documents. While upholding the violation of FUTP Regulations and the code of conduct for stock brokers, the Tribunal found the punishment of suspending the certificate of registration for one month to be disproportionate. Considering the mitigating factors, including the delay, the Tribunal decided that a warning to the appellant to be careful in the future would be reasonable and meet the ends of justice.Conclusion:The appeal was disposed of with a warning to the appellant to be careful in the future, and no costs were awarded.