TaxTMI 
TaxTMI 
TaxTMI 
2021 (10) TMI 1482
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....9083/2021 (stay) 1. This writ petition has been listed today by way of a supplementary list issued during the course of the day. 2. Issue notice. Mr. Ashish Aggarwal, learned counsel, accepts notice on behalf of the respondent No. 1-Securities and Exchange Board of India ["SEBI"]. The respondent Nos. 2 and 3 may be served by all permissible modes and through email, in addition. 3. The petitioner has approached this Court against an Initial Public Offering ["IPO"] of the respondent No. 3-One 97 Communications Limited ["the Company"], which is scheduled to open on 08.11.2021. 4. The petitioner claims to be a co-founder and a director of the Company. He has lodged a criminal complaint against the Company and the respondent No. 2-Mr....
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....r future payments and which may increase expenses and current or contingent liabilities. A summary of outstanding litigation proceedings involving our Company, Subsidiaries and Directors, as disclosed in "Outstanding Litigation and Material Developments" on page 408, in terms of the SEBI ICDR Regulations as of the date of this Draft Red Herring Prospectus is provided below: xxxx xxxx xxxx For further details see "Outstanding Litigation and Material Developments" beginning on page 408. We cannot assure you that any of the outstanding litigation matters will be settled in our favor, or that no (additional) liability will arise out of these proceedings. Our Company is in the process of liti....
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....rd to the proceedings instituted by the petitioner is included therein :- "3. Our Company has been served with a notice under Section 91 of the Code of Criminal Procedure, 1973 in relation to certain allegations levied by Mr. Ashok Saxena ("Complainant") against our Director, Mr. Vijay Shekhar Sharma. The said allegations pertain to, among others, alleged inducement of the Complainant to advance a certain amount of money to our Company, existence of an alleged agreement for allotment of certain shares of our Company to the Complainant until the money advanced by the Complainant was repaid, and misappropriation of such amount, along with non-appointment of the third director nominated by the Complainant and removal of the Complainan....
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....ovides as follows: "(5) Risk factors: xxxx xxxx xxxx (G) Risk factors covering the following subjects, shall necessarily be disclosed wherever applicable: xxxx xxxx xxxx (24) Summary of all outstanding litigations and other matters disclosed in the section titled 'Outstanding Litigations and Material Developments' in a tabular format along with amount involved, where quantifiable. Issuer shall also separately highlight any criminal, regulatory or taxation matters which may have any material adverse effect on the issuer." 8. Ms. Acharya also relies upon an order passed by the Whole Time Member of SEBI dated 28.12.2011 in Bharatiya Global I....
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....s including our employees and/or ex-employees in relation to alleged grievances such as termination of their employment with the Company and vesting and exercise of ESOPs granted to them during their employment or alleged claims contending ownership and or participation rights in our Company. For instance, our Company has been served with a notice under Section 91 of the Code of Criminal Procedure, 1973 by Ashok Saxena ("Complaint") alleging, amongst others, that the complainant was induced to advance a certain amount of money to our company and that the Complainant entered into an agreement for allotment of certain shares of our Company until the money advanced by the Complainant was repaid. It is further alleged that the money advanced wa....
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....11. As far as the criminal proceedings are concerned, the Company has summarised the nature of the notice under Section 91 of the CrPC served upon it in the paragraphs of the DHRP and RHP referred to above. The RHP is required to contain only a summary of the allegations so as to enable a potential investor to be aware of the material risks which a company faces. Prima facie, I am of the view that the Regulation cited by Ms. Acharya does not require an exhaustive enumeration of the litigation, but a brief description, so that an investor is aware of the risks faced by the Company. Seen in this light, it is significant that the approved RHP, as placed by Mr. Aggarwal, refers specifically to the petitioner's contention, and its possible e....