2017 (2) TMI 414

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....language of the certificate issued by the respondent reads, inter-alia, as under:- "......... On, the basis of our verification, we certify that the Company had already received Rs. 8,52,50,000/- Share money in respect of Preferential issue of 2,00,00,000 new Equity Shares of Rs. 10/- per share aggregating Rs. 20,00,00,000/-, as per details given below: Number of shares Amount (Rs.)- per share Total Amount Rs. 47,00,000 10.00 4,70,00,000/- 1,53,00,000 2.50 3,82,50,000/- 3. The second certificate of even date, being a due diligence certificate, issued by the respondent reads as under:- "DUE DILIGENCE CERTIFICATE Re: Padmini Polymers Limited Preferential Allotment of 2,00,00,000/- Equity Shares of Rs. 10/- each aggregating to Rs. 20,00,00,000/- i) We have examined various documents and materials facts/papers in connection with the Preferential Allotment. ii) On the basis of such examination and discussion with the Company, its Directors and other Officers, Other Agencies, independent verification of the statements concerning the objects of the Preferential Allotment, Price justification and the contents of other Documents and papers fur....

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....99 Vijaya Bank 22,50,000.00 19. VB IMpex P. Ltd. 651401 21.05.99 Vijaya Bank 22,50,000.00 20. S. Benwal 413113 28.05.99 Union Bank of ...... 22,50,000.00 21. Unit Trust of India 445867 25.05.99 UTI Bank Ltd. 2000,00,000.00   Total       8,62,60,000.00 5. Being relevant for the purposes of the fate of the respondent, we need to highlight that in the third certificate the respondent mentioned the name of the allottee, the cheque number issued by the allottee, the date of the cheque, the bank on which the cheque was drawn. The date of encashment of the cheque has consciously not being recorded in the certificate. We shall deal with this aspect while reasoning. 6. It came to the notice of the SEBI that the share price of the company unduly increased from December 13, 1999 to March 09, 2000. From Rs. 60.95 it rose to Rs. 266/-. Thereafter the price of the shares declined and by May 15, 2000 it fell to Rs. 47/-. Subsequently the price increased to Rs. 118.10 on July 06, 2000 and fell to Rs. 55.65 on August 08, 2000. 7. In view of the unusual price movement, SEBI conducted an investi....

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.... Contessa Commercial 9,00,000 90 lacs 21.5.99 5.1.00 All Seasons Hotels 28.7.99 29.12.99 Bllumenfeld 9,00,000 90 lacs 17.5.99 6.1.00 All Seasons Hotels 28.7.99 5.1.00 Jeevan Sagar 9,00,000 22.50 lacs 7.6.99 19.1.00 RN Dyachem 25.8.99 7.1.00 Bhagwan Das Sagarmal 9,00,000 22.50 lacs 28.5.99 14.1.00 Shivesh Computers 25.7.99 12.1.00 Raj Kumar Kishorepuria 9,00,000 22.50 lacs 1.6.99 14.1.00 Cross Country Exports 15.7.99 6.1.00 Pramod Kumar Kishorepuria 9,00,000 22.50 lacs 22.5.99 18.1.00 Cross     Country Exports 15.9.00 7.1.00 Alok Khetan 9,00,000 22.50 lacs 28.5.99 19.1.00 Shivesh Computers 15.7.99 12.1.00 Royal Bengal Exports 9,00,000 22.50 lacs 3.8.99 18.1.00 DKG Buildocn 25.6.99 12.1.00 Savera Tie-up 9,00,000 22.50 lacs 3.8.99 18.3.00 JP Promoters 25.6.99 9.3.00 Sanjeev Beriwal 9,00,000 22.50 lacs 28.5.99 18.1.00 RN Dyachem 25.8.99 17.1.00 Prakash Kumar Damani 9,00,000 22.50 lacs 25.6.99 14.3.00 Mudra Capital ....

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....heck the same with the statement of account issued by the bank to the company. 17. In para 4.8 and 4.9 of the order passed by SEBI, it is noted as under:- "4.8 Further, on a perusal of Annexure-I of the show cause notice (mentioned in para 1.7 above), I note that the cheques issued by the allottees (except Unit Trust of India), got cleared only after they said their shares in off market transactions and in many cases after the receipt of the sale consideration. To cite few examples, cheque dated May 21,1999 issued by Contessa Commercial (one of the preferential allottees) for Rs. 90 Lacs was in fact cleared only on January 05, 2000 after the receipt of sale proceeds of the said shares by the original allottees. Similarly, cheque dated August 01, 1999 issued by Cherry Marketing P. Ltd. Rs. 22.50 lacs was in fact cleared only on December 27,1999. Similarly, I find that there are numerous instances as detailed in Annexure I to the show cause notice which established beyond doubt that Padmini had not received share application money by June 30, 1999 or by November 30, 1999, as stated and certified by Shri Kailash Chandra Agrawal in his certificates dated June 30, 1999 and Novembe....