In Re : Parasrampuria Plantations … vs Unknown on 8 October, 2003

Securities Appellate Tribunal
In Re : Parasrampuria Plantations … vs Unknown on 8 October, 2003
Bench: G Bajpai


JUDGMENT

G.N. Bajpai, Chairman

1. M/s Parasrampuria Plantations Ltd, having its Registered Office at Mittal Towers, ‘A’ Wing, 3rd Floor, Nariman Point, Mumbai – 400 021 (hereinafter referred to as ‘PPL’) was granted provisional registration under the provisions of SEBI (Collective Investment Schemes) Regulations, 1999 (hereinafter referred to as the ‘said Regulations’) vide SEBI’s letter dated 24.1.2001 subject to, inter alia, compliance of the provisions of Regulation 71 of the said Regulations such as credit rating of the schemes, appraisal of the schemes, creation of trust, etc. In terms of Regulation 71(2), PPL had vide its letter dated January 31, 2001, given an undertaking to SEBI that it would comply with the requirements of Regulation 71 of the said Regulations.

2. Subsequently, PPL vide letter dated 11.6.2001 submitted a proposal to SEBI to merge its 22 existing schemes into a proposed scheme i.e. PPL-Millenium and to raise money from the investors through the said scheme. SEBI vide letter dated 27.6.2001 advised PPL that neither it can launch any new schemes, nor it can raise money from the investors even under the existing schemes(s) and also directed PPL to comply with the requirements of the said Regulations. However, in and by another letter dated 28.6.2001, PPL once again communicated its proposal to merge its 22 existing schemes into a proposed scheme i.e. PPL – Millennium. In response to the same, SEBI had written to PPL vide its letter dated 31.7.2001 that its proposal to merge its 22 existing schemes into one single scheme was not possible in view of the relevant provisions of the said Regulations and also advised it to comply with the requirements of the said Regulations. Thereafter, on May 24, 2002, PPL once again sent a letter to SEBI stating that “Our scheme i.e. merger of all schemes shall be rated after appraisal for which SEBI has to give its consent / permission” and “we will get appraised our proposed PPL – Millennium Scheme appraised after hearing from SEBI”. SEBI once again vide its letter dated 31.7.2002 advised PPL on the similar lines as communicated in the letter dated 27.6.2001.

3. Subsequent to the grant of provisional registration, SEBI vide various letters advised PPL to submit an interim report on the status of compliance with the said Regulations and also to redress the investor complaints awaiting redressal by PPL. PPL had failed to comply with the requirements of Regulation 71 such as getting its existing schemes rated, appraised, formation of trust etc. within a period of two years from the date of grant of provisional registration. Since PPL failed to comply with the requirements of the said Regulations, before proceeding with the revocation / intimation for winding up its scheme under Regulation 73(2) of the said Regulations, PPL was granted an opportunity of hearing on January 18, 2003. During the course of hearing, the Chairman, PPL contended that they had made a repayment of about Rs. 84 crore and have redressed all the pending investor grievances against it. Further, PPL had requested SEBI to grant some more time to submit a report through its Chartered Accountants regarding compliance of the conditions of the said Regulations and redressal of investor grievances. It is also noted during the hearing that PPL had not complied with certain requirements of Regulation 71 of the said Regulations such as appraisal and the credit rating of its existing schemes and formation of a trust. Further, PPL was directed to submit a compliance report by January 23, 2003.

4. Subsequent to the hearing, however, PPL vide letter dated January 22, 2003, requested SEBI to extend the provisional registration granted to it by one more year so as to repay the remaining investoRs. Since the provisional registration was valid for two years and as there is no provision in the said Regulations to grant extension of its provisional registration, and as the company had failed to comply with the requirements of Regulation 71 of the said Regulations, in terms of Regulation 73(2), SEBI issued an intimation dated February 19, 2003 to PPL advising it to wind up its existing schemes in accordance with the aforesaid Regulations and to make repayment to its investoRs. PPL was also directed to send the Information Memorandum (IM) to the investors, who had subscribed to the scheme(s) within two months from the date of receipt of the aforesaid intimation from SEBI in terms of Regulation 73(2). Further, in terms of Regulation 73, PPL was advised to submit “winding up and repayment report” in the SEBI’s specified format so that the said report reaches SEBI within 31/2 months of the date of Information Memorandum.

5. However, the report submitted by PPL vide letter dated 5.8.2003 was not found to be in conformity with the format specified by SEBI. It was inter alia, noted from the said letter that :

i) it was not in the format specified by SEBI vide its letter dated 19.02.2003.

ii) the said report was not signed by all the directors and not certified by PPL’s statutory auditors.

iii) the repayment was not made to all the investoRs.

6. It is clear from the above, that PPL failed to comply with the requirements of SEBI Act, 1992 and SEBI (Collective Investment Schemes) Regulations, 1999 and violated the specific provisions of Regulation 73 of the SEBI (Collective Investment Schemes ) Regulations, 1999. As on August 31, 2003, 763 investor complaints are awaiting redressal by PPL.

7. Therefore, in exercise of the powers conferred upon me under Section 4(3) read with Section 11B of the SEBI Act, 1992 and Regulation 65 of SEBI (Collective Investment Schemes ) Regulations, 1999, I, hereby direct M/s .Parasrampuria Plantations Ltd to refund the money collected under its Collective Investment Schemes with returns which is due to the investors as per the terms of the offer within a period of one month from the date of this Order failing which the following actions would follow:

1. Initiation of prosecution proceedings under Section 24 of the SEBI Act, 1992 against the company / its promoters /directors/managers/ persons in charge of the business of its scheme (s)

2. Debarring the company/ its promoters/ directors/ managers/ persons in charge of the business of its scheme(s) from operating in the capital market and from accessing the capital market for a period of 5 years.

3. Writing to the state government/ local police to register civil / criminal cases against the company and its promoters /directors for apparent offences of fraud , cheating, criminal breach of trust and misappropriation of public funds

4. Writing to the Department of Company Affairs to initiate the process of winding up of the company.

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