Global Offshore Case: SEBI raps HSBC Securities, India Star

Besides HSBC Securities, which acted as the merchant banker, SEBI also reprimanded India Star (Mauritius) that had made the open offer for Global Offshore Services


Market regulator Securities and Exchange Board of India (SEBI) has 'reprimanded' HSBC Securities and Capital Markets Pvt Ltd for failing to make adequate disclosures related to an open offer for shares of Global Offshore Services Ltd, erstwhile Garware Offshore Services Ltd made in 2008.


Besides HSBC Securities, which acted as the merchant banker, the market regulator also reprimanded India Star (Mauritius) Ltd, which had made the open offer. However, SEBI ruled that "a direction in the nature of ordering the acquirer to make another public offer is not warranted".


Prashant Saran, SEBI's Whole Time member, in his 30-page order said, "I reprimand the acquirer (India Star) and the merchant banker (HSBC Securities and Capital Markets) for failing to reach the standards of disclosures."


The ruling came on a complaint filed by one Amit Bhagvatprasad Barot in 2012 that India Star failed to make certain disclosures while making the open offer for acquiring additional shares of Global Offshore Services.


Barot had held shares of Global Offshore Services but had not participated in the open offer. In his plea, he had sought a fresh open offer. "I note the allegation that adequate disclosures, with respect to the persons in control of the acquirer, was not made. However, it has not been shown that the shortfall in disclosure would have changed the decision of the shareholders who had tendered shares in the open offer," Saran said.


Taking note of inadequate disclosures, SEBI cautioned that "repeated violations by either of them would be viewed very seriously."


The open offer closed in 2008 and Barot lodged a complaint in 2012, which is almost after four years of completion of the offer. Though there is no limitation period for such complaints to be made to SEBI, a period of 21 days is provided to the shareholders.


SEBI said that even if a complaint is received after one day of closure and completion of open offer formalities, the same would create a huge difficulty in undoing the process that is already complete. Further, it could also be possible that third party rights would have been created in the meantime.


Accordingly, SEBI said that it may not be appropriate or reasonable to allow the relief as sought for by the complainant, who requested the regulator to direct the acquirer to make another open offer and provide an opportunity to the shareholders to take an informed decision whether or not to tender their equity shares.


India Star made an open offer in March 2008 after increasing its stake in Global Offshore to 21.56% through conversion of optionally convertible debentures.


IPOs in FY2015: Just 13 companies filed papers for public offer

Despite receiving the green signal from SEBI four companies, Lavasa Corp, Adlabs, Ortel Communications and Monte Carlo Fashions are yet to launch their IPOs


Looking to tap into the upbeat investor sentiment, over a dozen companies including Videocon D2H and Rashtriya Ispat Nigam Ltd have filed initial papers with market regulator Securities and Exchange Board of India (SEBI) for being listed so far during FY2015.


Since April this year, 13 companies have filed their draft red herring prospectus (DRHP) with SEBI to launch an initial public offer (IPO), while SMC Global Securities Ltd sought SEBI’s approval for its follow-on public offer (FPO).


All these companies filed their initial papers after the general election verdict was announced in mid-May.


Of these, the SEBI has already given nod to the IPOs of Lavasa Corporation Ltd, Adlabs Entertainment Ltd, Ortel Communications Ltd and Monte Carlo Fashions Ltd. However, these four companies are yet to launch their public offers.


Besides, the regulator has sought clarification or additional information from the merchant bankers of some of the companies.


Most of the companies plan to utilise IPO proceeds for capacity expansion as well as working capital requirements.


These filings come at a time when the equity market has been on an upswing this year in the wake of bullish investor sentiments.


According to market experts, landslide victory of BJP-led National Democratic Alliance (NDA) in the general elections has perked up investor sentiment and prompted companies to file IPO papers.


Moreover, companies, that debuted on the stock markets this financial year are trading above their issue price giving big returns to investors, also helped others to file for their public offers.


So far in the current fiscal (2014-15), the 30-share benchmark Sensex has gained over 26% spurred by robust fund flows and revival of risk appetite amid signs of improving economic conditions.


Parliament adjourned for the day

Both houses, Lok Sabha and Rajya Sabha were adjourned after condoling the death of three sitting members, including former union minister Murli Deora


Parliament was adjourned Monday after condoling the death of three sitting members, including former union minister Murli Deora.


As soon as Rajya Sabha met for the day, chairman Hamid Ansari mentioned the death of Deora in Mumbai at the age of 77.


In the Lok Sabha, members condoled the death of sitting members Hemendra Chandra Singh (BJD) and Kapil Krishna Thakur (Trinamool Congress).


Singh’s wife Pratyusha Rajeshwari Singh (BJD) has won the Lok Sabha bypoll from Kandhmal.


Lok Sabha also condoled the demise of former members Amitava Nandy, MS Sanjeevi Rao, Avaidyanath, Saifuddin Choudhury and Sanjay Singh Chauhan.


Three of the five members, elected in the recent bypolls, also took oath in the House.


Ranjanaben Bhatt (BJP), who won from Vadodara, the seat vacated by Prime Minister Narendra Modi who retained Varanasi, Pritam Gopinath Munde (BJP) from Beed in Maharashtra, the seat that fell vacant following the death of her father and union minister Gopinath Munde, and Tej Pratap Yadav (SP), elected from Mainpuri, vacated by Mulayam Singh Yadav, who retained Azamgarh, took oath.


Modi then introduced his new ministers, who were inducted into the council of ministers on 9th November.


In the Rajya Sabha, Chairman Hamid Ansari said, “In the passing away of Murli Deora, the country has lost a distinguished parliamentarian, an able administrator and a dedicated social worker.”


Deora, who served as Minister for Petroleum and Natural Gas and Corporate Affairs from January 2006 to July 2011, was a four-term Lok Sabha member and three-term Rajya Sabha member. He represented Maharashtra in the Upper House from April 2002 till his death.


Ansari also condoled the death of yoga expert BKS Iyengar, and former members Lekhraj Bachani, Jagdev Singh Talwandi and S S Rajendran.


Before adjourning for the day, the Lok Sabha also condoled the deaths due to cyclone Hudhud, Jammu and Kashmir floods and stampede in Patna during Dussehra.


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