1999 (10) TMI 656 - HC - Companies Law

Issues Involved:
1. Compliance with SEBI and Stock Exchange directives.
2. Validity of allotment basis without considering withdrawal requests.
3. Requirement to deposit application monies in the designated bank.
4. Timeliness and compliance with listing application requirements.
5. Legal interpretation of sections 69 and 73 of the Companies Act.

Issue-wise Detailed Analysis:

1. Compliance with SEBI and Stock Exchange directives:
The petitioner-company did not comply with the directives from the Ludhiana Stock Exchange (LSE) and the Securities and Exchange Board of India (SEBI). Despite instructions to refund the subscription amount and deposit the funds in the State Bank of Patiala, the company failed to do so. SEBI's appellate authority issued orders on 18-2-1997 and 7-4-1997, directing the company to comply with specific conditions, including the deposit of funds in the State Bank of Patiala. The company's non-compliance led to the rejection of its listing application by LSE.

2. Validity of allotment basis without considering withdrawal requests:
The petitioner-company finalized the allotment basis without considering withdrawal requests received after the closure of the public issue. This exclusion of withdrawal requests led to a reduction in the subscription level below 100 percent but above 90 percent. The company argued that consultation with LSE was only required in cases of over-subscription, which was not applicable here. However, the court noted that the company unilaterally finalized the allotment without proper approval from LSE, which was a violation of the established procedures.

3. Requirement to deposit application monies in the designated bank:
The court emphasized the requirement under sections 69 and 73 of the Companies Act to deposit all monies received from applicants for shares in a separate bank account with the banker to the issue, which in this case was the State Bank of Patiala. The petitioner-company deposited the funds in Vyasa Bank instead and withdrew almost the entire amount shortly after, leaving only Rs. 4,940. This action was deemed a violation of the statutory provisions, as the funds were not kept intact for the purposes stipulated by the Act.

4. Timeliness and compliance with listing application requirements:
The listing period for the equity shares expired on 2-5-1996, but the petitioner-company filed the listing application with LSE on 11-6-1996, more than a month late. Additionally, the company did not publish the basis of allotment in two newspapers, as required, and failed to provide necessary confirmations from banks regarding the realization of cheques/drafts and stock investments. These failures contributed to LSE's decision to reject the listing application.

5. Legal interpretation of sections 69 and 73 of the Companies Act:
Sections 69 and 73 mandate that application monies must be deposited in a scheduled bank account maintained by the banker to the issue until the listing permission is granted or the funds are refunded to applicants. The court held that the petitioner-company's actions contravened these provisions, as the funds were not kept in the designated account, and the company attempted to manipulate the application monies. The statutory objective is to protect investors by ensuring that their funds are managed transparently and securely until the company's compliance with all legal requirements.

Conclusion:
The court dismissed the writ petition, affirming that the actions of LSE and SEBI were in accordance with the law to protect investors' interests. The petitioner-company's failure to comply with statutory requirements and directives from regulatory authorities justified the rejection of its listing application. The judgment underscores the importance of adhering to legal provisions and regulatory instructions in public share offerings.

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