Alternative Investment
Osian Art Fund investors upset about ambiguity regarding NAV and closure date

Company officials claim that redemption payment will be done in three to four days, while investors fear that the funds will come in only after 30 days

The Osian Art Fund, which was to see closure on the 10th of this month, has now triggered a nasty debate between the investors and Osian company officials. While Osian’s chief advisor Neville Tuli claims the NAV has been communicated to the unit-holders, investors claim that the closing NAV was communicated only a couple of days back. There is ambiguity on the closure date as well.

“The Fund was successfully closed on 10th November with all the inventories sold. As per the redemption guidelines sent to all unit-holders, the final audit for tax certification purposes needs to be completed, which should take four to five days, and thereafter the warrants are to be immediately couriered to the unit holders. As per (our) redemption guidelines, this process has up to 10th December 2009 to complete its obligations. However, we expect to complete all these formalities much quicker. This is no new date as it was clearly conveyed to all unit holders previously,” Neville Tull said in an email to Moneylife.

“The NAV was announced on 11 July 2009, and was uploaded on the Web with all information required, and being the indicative NAV it had nothing to do with an audit. Further, in my regular notes to all unit-holders, the last dated on 8 October 2009, I clearly mentioned the NAV at Rs112.29 (cum-div),” he further added.
However, investors have a completely different story. “The date of closure of the fund was 9th July and till four months they had not announced the NAV value for 9th July. The standard reply given to us was that the audit has been going on for the last four months. The NAV was communicated to me only after a conversation with Mr Tuli earlier this week. The same was updated on the website later,” said Deepak Daftari, one of the investors in the art fund.
“As per the regular note dated 8 October 2009, received on 9 October 2009, the NAV mentioned was that ‘we have achieved an NAV of Rs112.29 (3.94% CAGR, post-tax) and Rs116.39 (5.18% pre-Tax)’. This does not say whether it is the June NAV or July NAV,” Mr Daftari added.

“It has been communicated to me that it is going to be another 30 days from 10th November, the last day of closure and now the new date is 10th December, which in itself goes against the guidelines of the Art Fund. The concerned official who said this on behalf of Osian is Raghavendra Shanbhag and he has categorically stated that the payments will not be made now as per the instructions of Neville Tuli,” said Mr Daftari.

The investor further told us that after his conversation with Mr Tuli, he has been told the funds would be distributed shortly, but no definite timeframe was fixed. The date for closure of the fund has already expired, it now remains to be seen when the funds are finally distributed to the investors.

On the sale of inventories, Mr Daftari says, “We only received notifications on the monthly NAV and the sixth-monthly reports, but have been given no concrete information, on which inventories (were sold), who were the buyers and the sellers. We were never given the exact inventories of the fund, as to what they were buying, selling and at what prices.”
- Amritha Pillay [email protected]


Viability of SEBI’s proposed SME platform remains a concern

SEBI has allowed exchanges to set up independent SME exchange platforms, but doubts persist over how far it will succeed at creating a thriving market in SMEs

Market regulator Securities and Exchange Board of India (SEBI) has made a lot of sound and dance about its proposed exchange platform for small and medium enterprises (SMEs). It has announced a list of norms for the new platform, which leave several questions unanswered. For instance, will the new platform be successful at attracting SMEs? Would it create a thriving public market in SMEs allowing them to raise capital? And why have previous experiments such as IndoNext (on the BSE) failed?

Previous attempts at creating a similar platform were fraught with issues relating to liquidity and inadequate participation due to lack of awareness. Jagannatham Thunuguntla, equity head, SMC Capitals says, “The main challenge with creating an SME platform anywhere in the world is that of ‘illiquidity of the trading scrips’ and lack of sufficient trading volumes of the stocks trading on these platforms. Hence, once the trading volumes of these stocks dry up, these stocks gradually lose interest from investor circles.”

One of SEBI’s norms specifies that merchant bankers to the issue will bear responsibility for market making for a minimum period of three years. It remains to be seen whether merchant bankers will be willing to stay around for three years. Mr Thunuguntla adds, “This time SEBI has introduced the concept of ‘mandatory market making’ for three years by the merchant bankers of all the SME IPOs that get listed on these platforms. One may need to wait and see how this market making works out in ensuring good trading volumes. Once market participants get familiar about these new developments, gradually action may pick up on these platforms.”

Madhabi Puri Buch, managing director and chief executive of ICICI Securities explains, “While the responsibility on the merchant bankers will be considerable, this will have the effect of ensuring that only those issues in which the merchant bankers have full confidence are brought to the public on this platform. The guideline envisages that the merchant bankers can tie up with a registered private equity entity in order to facilitate market making and this will assist them in ensuring that risks are better managed.”

SEBI was previously looking at creating a separate SME exchange altogether, but instead settled on a separate SME platform in the existing stock exchanges. Mr Thunuguntla feels that this is a good idea, as the existing stock exchanges already have tried-and-tested technology platforms and strong clearing mechanisms. If another SME exchange is to be created, then creating technology and clearing mechanisms all over again may prove to be challenging.
Sanket Dhanorkar [email protected]


Orders that SEBI suppressed

What were the DSQ Software and Rajnarayan case all about? Sucheta Dalal looks at the two surprise orders revealed by the SEBI board.

For over a year now, the media has been writing about how the Securities and Exchange Board of India (SEBI) has suppressed an order of a two-member bench, comprising Dr Mohan Gopal (who heads the National Judicial Academy) and V Leeladhar (former deputy governor of the Reserve Bank of India). Finally, on 9th November, when SEBI released the order, it turned out that there were in fact three orders—only one was related to the IPO scam, the other two date back to 2003 and thereabouts. The other two were in connection with National Securities Depository Ltd’s (NSDL) role in the DSQ Software case and that of Rajnarayan Capital Market Services Ltd (RCMSL) which was a depository participant (DP).

The DSQ Software order was declared null and void by SEBI's board because it has allegedly criticised the regulator too. The one against Rajnarayan was ordered to be served on the parties, including NSDL. What were these two cases all about? The media seems to have buried them, although the DSQ Software scam made news for years and its owner, Dinesh Dalmia, has been languishing for over three years in a Chennai Jail.

The DSQ Software case and the Rajnarayan case have remained hidden from the media for almost six years. If the SEBI board finally released these orders, it is only because of a public interest litigation filed in the Andhra Pradesh High Court. Here is what they say.

The Rajnarayan case: The case pertaining to RCMSL dates back to 2003 when NSDL renewed registration to the firm although it did not meet the networth criteria. NSDL then took 30 months to terminate the firm as a depository participant (DP) and, during this time, it failed to prevent unauthorised transfer of securities of beneficial owners from the DP account to a pool account. It did not even deactivate the Depository Pool Module terminal for one-and-a-half years after termination.

Meanwhile, a director of RCMSL had quietly opened a beneficiary account in his own name and transferred client shares to that account. Instead of taking action against the DP under its own rules and byelaws, NSDL kept writing to SEBI to initiate action. The Gopal-Leeladhar order finds a lack of urgency on the part of NSDL in dealing with the problem; it says that unauthorised transfer of securities from the account of beneficial owners and delay in detecting and correcting such transfers constitutes a failure to protect investor interest. It has directed NSDL to conduct an independent assessment of its systems and procedures and initiate remedial measures to ensure there is no repeat of this lapse. While the order has finally been served, the reason for SEBI's excruciating slowness in dealing with the issue and how it was kept out of the public domain is a big mystery.

DSQ Software:  The findings of the Gopal-Leeladhar bench in the DSQ Software fraud are extremely interesting. It has examined in detail the charges made by SEBI as well as NSDL's explanation of its role. In this case, NSDL had rushed to dematerialise 1.3 crore shares allotted on preferential basis to four entities, without verifying if they had obtained listing permission, and allowed them to be delivered in settlement. As it turned out, the preferential allotment was a big scam and Mr Dalmia had even doubled his capital without bothering to inform the stock exchanges. NSDL too did not verify facts.

How did NSDL believe whatever was claimed by DSQ Software regarding its preferential offer without verification? In fact, it even dematerialised 30 lakh shares issued as employee stock options and failed to ensure even the one-year lock-in mandated by the regulator. NSDL's argument that it is a mere record-keeping agency and not bound to exercise due diligence is rather flimsy. The Gopal-Leeladhar bench has correctly refused to accept this. It points out that NSDL's "erroneous and excessively narrow view" that it is a mere operator of the depository system is incorrect. It asks NSDL to conduct an internal inquiry and fix individual responsibility for failure to put in place appropriate systems to ensure that securities not approved for listing are not delivered in settlement.

The bench also questioned SEBI’s failure to regulate NSDL effectively. In fact, those of us who have been following the capital market very closely, think that SEBI has been at pains to ensure that nothing about DSQ Software or the Rajnarayan case was ever allowed to leak into the public domain—there have only been occasional and vague reports about NSDL having even been questioned in that case. Isn't it ironical that SEBI has again buried this issue by declaring it null and void on the frivolous plea that the bench went beyond its terms of reference in criticising the regulator? According to the SEBI press release on 9th November, the full SEBI board will look at issues pertaining to the IPO scam and DSQ Software and dispose them. Well, we will wait and watch if the full SEBI board dares to punish NSDL after having worked overtime to shield it and its former chairman, CB Bhave.


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