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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    Extended market trading hours: stock exchanges at loggerheads?

    While the NSE has been pushing for extension in trading hours to combat the Singapore Stock Exchange’s time advantage, BSE may not lend support given the SGX influence

    Capital market regulator Securities and Exchange Board of India (SEBI) has announced its intention of allowing the bourses to extend market trading hours. This move will see daily trading time increase to 8 hours from the current 5 and a half hours.

    The National Stock Exchange (NSE) has supposedly been lobbying hard for this move, as it is concerned of losing business to the Singapore Stock Exchange (SGX), which enjoys better volumes on account of longer trading hours.

    The Singapore International Monetary Exchange (SIMEX), now known as SGX, also operates an NSE-licensed derivatives product on the NSE's Nifty index, named SGX CNX Nifty. Its volumes are driven by foreign institutional investors (FIIs) who trade on the futures before the Indian markets open.

    Foreign investors, constrained by the limited ability to participate directly in the Indian equities market after the ban on participatory notes, flock to the SGX Nifty futures product to catch some of the action in the Indian markets. Domestic investors in Singapore subsequently take positions on cues from these FIIs. SGX has somewhat stolen NSE’s thunder due to its impressive track record in derivatives and high ethical standards.

    Interestingly, however, the SGX holds a 5% stake in the Bombay Stock Exchange (BSE), a smaller but bitter rival of NSE. This alliance in 2007 also posed a threat to Nifty’s domestic supremacy in the futures segment. Naturally, SGX’s stake in BSE raises a question mark on how much the BSE’s support to the proposed move would hinge on SGX’s influence on its thinking process. BSE officials were not immediately available to comment on Moneylife’s email, sent to seek their stance on the matter.

    SEBI’s motive behind the extension is to bring the Indian markets in line with foreign markets, where trading takes place from 9am to 5pm. For the NSE, increasing trading hours on the bourse is crucial for sustaining its market-leader position and fighting off competition from a resilient BSE in the domestic market and an aggressive SGX in foreign markets. NSE’s profitability took a severe hit last year following the overall collapse in equity markets. Volumes suffered and revenues declined. Even BSE managed to put in a better performance, with revenues remaining flat. In this context, NSE may not want to forgo revenues from SGX’s licensed Nifty-based futures product by stopping this segment.
    SEBI has yet to come up with any deadline for the exchanges to start trading with extended hours. The market regulator has put the onus on the bourses to put in place the infrastructure before migrating to the new trading timings. Given the plethora of consequences for all entities involved in the stock markets, SEBI may even rethink its call for extension in trading hours.

    Sanket Dhanorkar [email protected]

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    Stocks resume their upward march

    Growth in Chinese industrial production strengthened the Indian market rally

    The Indian stock market continued its bull run on Wednesday on hopes of a robust recovery in the global economy after China reported strong growth in industrial production for October. The Sensex closed at 16,850, up 409 points, while the Nifty gained 122 points to close at 5,004.

    Asian markets also gained on buoyant Chinese macro data. The key benchmark indices in Hong Kong, South Korea, Taiwan and Singapore rose by between 0.82%-1.61% while Japan remained flat.  However the Shanghai Composite fell 0.11%.
    On Tuesday, 10th November, the Dow Jones Industrial Average was up 20 points at 10,247, the S&P 500 index ended flat at 1,093 while the Nasdaq Composite Index fell three points to close at 2,151.

    Meanwhile in premarket trading on Wednesday, the Dow Jones index was trading 61 points higher.

    In the Indian market, IT stocks continued to firm up after the president of industry body Nasscom said the sector will regain double-digit growth from April 2010. Tata Consultancy Services was up 3% while Infosys Technologies and Wipro were up 4% each.

    Shipping stocks rose after the Baltic Dry Index breached the 3,500 level on Tuesday. Shipping Corporation of India, Mercator Lines and Great Eastern Shipping Company were up by 9%, 14% and 6%, respectively.

    Jubilant Organosys shot up 20% on news that its wholly owned subsidiary Jubilant Biosys has signed a pact with Singapore-based Duke University for global research and drug development.

    C&C Constructions jumped 6%, after the company’s board approved raising funds through various modes.

    Rural Electrification Corporation rose 5% after the company received government’s approval for a follow-on public offer of 17.17 crore shares.

    Shree Renuka Sugars was up 2%, after the company acquired Vale Do Ivai S.A., a Brazil-based sugar and ethanol company, while Ballarpur Industries went up 2% after the company redeemed debentures worth Rs1,000 crore issued by its a step-down subsidiary, BILT Graphic Paper Products.

    Pyramid Saimira Theatre was locked at the lower circuit limit of 10% at Rs 19.65 after the Securities and Exchange Board of India barred the company from trading in the capital market for seven years.

    India’s largest small-car marker Maruti Suzuki remained flat despite data showing that total car sales in October rose 34% to 132,615 units. Sales of trucks and buses, a gauge of economic activity, rose 52% last month to 42,562 units.
    Meanwhile, trade secretary Rahul Khullar said exports fell 11.4% to $12.5 billion in October 2009 over October 2008. Between April and October 2009, exports were at $90.4 billion, down 26.5% from the year-ago period, he added.

    As per media reports, C Rangarajan, chairman of the prime minister’s economic advisory council, made a statement that the Reserve Bank of India may withdraw some monetary stimulus if inflation rises towards the end of 2009. The fiscal deficit needed to be reduced by 1%-1.5% in the next fiscal year, he said.

    Finance secretary Ashok Chawla said on Wednesday that the rising capital inflows into India were not a concern any more and the authorities were monitoring the situation. He also said India’s economy was unlikely to reach growth rates of 8%-9% until exports revived. Earlier this month, the trade minister had said exports may start growing in annual terms from the March 2010 quarter.

    Meanwhile, data showed that China’s industrial production surged 16.1% in October 2009 from a year earlier after record loan disbursals by banks so far this year. The industrial production growth exceeded market expectations. Retail sales climbed 16.2%.  The growth in urban fixed-asset investments in the first ten months of this year was 33.1%, easing from the 33.4% growth in the first nine months of 2009. The consumer price index fell 0.5% from a year earlier and the producer price index shrank 5.8%, with each dropping more than economists had estimated but still showing an increase from data in the previous month.

    Exports, a key engine for China’s economic growth and a major source of employment for its people, dropped at a higher-than-expected 13.8%, though the contraction was an improvement over the 15.2% decline in September 2009.

    New loans issued by Chinese financial institutions dropped in October 2009 to their lowest monthly level this year, suggesting mainland Chinese authorities were scaling back a key source of stimulus for the economy. However, China’s key broad measure of money supply, M2, rose 29.42% at the end of October 2009 from a year earlier, in line with expectations.
    — Swapnil Suvarna [email protected]

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