In a blatant violation of SEBI regulations, promoters diluted stake in the company without seeking shareholder approval and in violation of the SEBI takeover code; shares were offloaded to entities acting in concert, jacking up share prices amid a flurry of announcements
In another exhibition of how small shareholders continue to be taken for a ride by promoters, it has come to Moneylife's attention that the promoters of little-known company Vishvas Projects Limited (VPL) substantially diluted their stake in the company to a few entities, without seeking shareholder approval. These entities in turn acted in concert with each other to influence its share price, only to offload the shares at prices jacked up multi-fold through a series of questionable announcements to the public.
Moneylife has access to a complaint made to the regulator detailing the complainant's observations about VPL's actions, which violate provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Stock Market) Regulations 2003, as well as the stock exchange listing agreement and the Companies Act, 1956.
The complainant has pointed out that the company promoters have sold their holdings and almost exited from the company and new entities having acquired management control. All this has been done without taking requisite approval of shareholders and without giving them an exit opportunity as envisaged under SEBI takeover guidelines. After the acquisition of these shares by the new entities, the trading in the scrip witnessed a sharp rise as its price shot up in sharp contrast to the fundamentals of the company. By instrumenting the sharp spike in share price and volumes, these entities exited the company, offloading their shares to the general public in direct violation of SEBI (PFUTP) Regulations 2003.
Here is the sequence of events. Earlier known as Mefcom Agro Industries Limited, the company name was changed to Vishvas Projects Limited in 2006 (it still appears as Mefcom Agro on the BSE website). As of March quarter 2006, the company promoters, Mefcom Capital Markets Limited and Vijay Mehta together held an aggregate of 49.49% shares in VPL. However, during the period April 2006 to September 2007, the management and shareholding underwent rapid changes as evident from the announcements made by the company in the shareholding pattern. During this period, the promoters diluted their holding to less than 0.51%, new directors were appointed on the board of the company and the objects of the company also underwent a revision - all without seeking shareholder approval.
Between April and June 2006, the shareholding of corporate bodies in the company increased from 5.31% to 46.26%. The entities involved were Master Finlease Ltd, Cosmo Corporate Services Ltd, ISF Securities Ltd, Vishvas Securities Ltd, Pioneer TCP Stock Brokers Ltd, SIC Stock & Services Pvt Ltd, Integrated Master Securities Pvt Ltd and Sam Global Securities Ltd. It has been found that these 8 entities who acquired 43.42% shares in the company during the June 2006 quarter were in fact associated with each other and hence, the acquisition so made was in violation of SEBI (SAST) Regulations.
The relationship between the entities establishes the fact that they acted in concert with each other, apart from having a common business of broking and investments in shares. As per SEBI regulations, any person who together with a person acting in concert acquires shares of a company in excess of 15% is required to make a public announcement. However, no such announcement was made by said entities.
The complainant has also alleged that the company promoters and shareholders were involved in blatant manipulation of share prices. There is a substantial change in the price and volumes of the company scrip after the change in management control. During the period from 3 October 2006 to 9 January 2007, there was a sharp spike in share price from Rs18.90 to Rs206.70, translating into an 11 times increase in the share price of the company.
Interestingly, during the same period, VPL made as many as 21 announcements to the public. These were in regard to various investment proposals by way of acquisition of stakes in different ventures, increase in authorised share capital, preferential allotments to various entities that were misleading to the investing public as this information could not be substantiated by any actual developments.
The entities who had acquired the shares previously greatly benefited from the interest generated in the company's scrip as a result. They subsequently offloaded their shares to the public at much higher prices. The shareholding of these corporate bodies went down from 43.42% in June 2006 to 14.65% by March 2007.
A complaint has been made to SEBI requesting a detailed investigation into the acts of the company's promoters, management and related entities.
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