Investigations by the market regulator revealed that TSL had deliberately concealed material facts from the public issue. It had also misled investors to thinking that the company had pan-global presence. Besides, TSL misused the IPO proceeds toward paying off Inter-Corporate Deposits to the tune of Rs32 crore, a fact which was not disclosed to the general public
Taksheel Solutions (TSL), its directors, key executives and its merchant banker, PNB Investment Services (PNB) are among those barred from accessing the capital markets, as part of a crackdown by the Securities & Exchange Board of India (SEBI) on manipulation of public offerings.
TSL’s Initial Public Offer (IPO) of 55 lakh shares at Rs150 per share witnessed huge price volatility at its trading debut on 19 October 2011. The scrip opened at Rs157.40, and touched a high of Rs185 before crashing to Rs38.50 on the Bombay Stock Exchange (BSE). The pattern was repeated on the National Stock Exchange (NSE). Relative to its issue size of 55 lakh shares, the scrip witnessed a combined turnover of around roughly 9.13 crore shares on the two bourses raising a red flag.
SEBI’s investigation revealed deliberate concealment of material facts from the public issue.
TSL deliberately hid the status of a five-acre land acquisition at Warangal from the Andhra Pradesh Industrial Infrastructure Corporation (APIICL), where the company intended to build an SEZ. The Red Herring Prospectus (RHP) said, “our Company is required to commence and complete the construction work within the time specified therein, failing which the allotment may be cancelled.” In fact, the land deal was already cancelled at time of the issue. TSL misled investors into thinking it had possession of the land. Eventually, TSL restored the status of the land after paying fines and fees due to APIICL, on 28 November 2011, after the IPO. The company also misled investors to thinking that the company had pan-global presence. The prospectus claimed, “we have Indian nationals, as our employees, working in the United States, Europe and other countries and may depend on our ability to obtain necessary visas and work permits.” The fact was that it had only 64 employees in total, out of which 50 were posted in Hyderabad, AP and remaining were in Warangal, AP.
Similarly, it misled the public about the nature of its clients on television. When SEBI found out that TSL was using shady website practices for registering domains of its clients, it had asked the company for information regarding its clients and discovered that it did not have the information. To which it replied, “we are not in possession of information regarding details of ultimate clients in respect of the said projects were executed, as we are not privy to the contractual relationship between our client and the ultimate clients.” Yet, on the day of the IPO, Pawan Kumar Kuchana, the chairman and managing director of TSL had given a television channel specific client names such as LFG and Merill. Thus Mr Kuchana had misled investors on the nature and details of its clients, when in fact that these clients were merely conjured up names.
TSL had blatantly misused the IPO proceeds toward paying off Inter-Corporate Deposits (ICDs) to the tune of Rs32 crore. Moreover, it never disclosed this fact to the general public. The company had supposedly earmarked roughly Rs24 crore towards ‘general corporate purposes’ to be used for ‘strategic initiatives’ and such, but instead used this as a guise to pay off concealed instruments, namely the ICDs, which was at least 41% of the IPO size.
According to the prospectus the company flatly mentioned that “...no part of the issue proceeds will be paid as consideration to promoter, directors, key managerial personnel or persons forming part of the promoter’s group.” Not true. How so? PNB had grossly neglected the fact that one of the key management personnel, Vinod Babu Bollikonda, the vice-president of the technology division of TSL, was also a key signatory of Wiselink Technologies Pvt Ltd (WTPL), one of TSL’s vendors for “design and development of Mobile Interactive Solutions”. Despite this clear case of conflict of interest, TSL transacted with WTPL for a price of Rs5.04 crore for rendering the latter’s ‘services’.
One of the investors, Dinesh Singhi, had earlier invested Rs10 crore in TSL and had a Share Purchase Agreement (SPA) with the company. As per SEBI rules, SPAs are illegal at time of listing. However, the company had arbitrarily stated in the prospectus that, on one hand there was a possibility of the SPA being exercised upon (which is, again, illegal as per SEBI norms) and on the other hand stated that the person in question, Mr Singhi, had given a consent letter for a lock-in period of a year. Consent for lock-in for all pre-IPO shares issued is a mandatory requirement provided under SEBI regulations. Why was SEBI or the merchant banker casual about this contradictory nature of the statement? Ironically, this is under the “Risk Factors” section of the prospectus!
Incidentally, Mr Singhi is also one of the recipients of the IPO proceeds, vis-a-vis a circuitous route from WTPL to the extent of Rs3.5 crore. Not only did TSL lie in its prospectus about WTPL, it had used WTPL merely as a conduit to transfer funds from the IPO proceeds to Mr Singhi.
Four clients namely Overall Financial Consultants Pvt Ltd (OFCL), Rose Valley Merchandise (RVM), Shreya Multitrade Pvt Ltd (SMPL) and Baba Bhoothnath Trade & Commerce Pvt Ltd (BBTC) all received IPO money from TPL vis-a-vis several entities in a circuitous fashion. Incidentally, OFCL and RVM shared the same postal address as did their director’s address. OFCL and RVM collectively suffered losses to the extent of Rs6.10 crore.
Surprisingly, one of the brokers through which OFCL transacted to was Grishma Securities Pvt Ltd, which was involved in Tijaria Polypipes scam (http://www.moneylife.in/article/ipo-crackdown-3-tijaria-polypipes/22992.html) and, to a lesser extent, the PG Electroplast scam. OFCL was also involved in the Brooks Laboratories scam (http://www.moneylife.in/article/ipo-crackdown-2-brooks-laboratories/22951.html).
BBTC suffered a whopping loss of Rs64 crore by trading TSL on the day of the listing. To fund this loss, it received Rs41 lakh through Silverpoint Infratech Pvt Ltd (SPI) and Rs1.6 crore from RVM.
In a brazen move, TSL had issued Inter-Corporate Deposits (ICDs) to SPI to the tune of Rs23 crore which it repaid from IPO money. SPI was just another conduit for routing money to various entities, and also to make good on BBTC trades. It also channelled an additional Rs16 crore to various entities who thereby diverted money to RVM, who made investments in TSL on the first day of the listing.
SEBI has ordered that TSL shall call back the ICD placed with SPI amounting to Rs23 crore as well as the proceeds of IPO invested by the company in Indiabulls Mutual Fund - Liquid Fund amounting to Rs5 crore, along with the remains of the IPO money. The total amount will have to also be transferred to the said escrow account.
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