2010 (5) TMI 916 - AT - Companies Law

Summary

Issues Involved:
1. Misleading Announcements and Inflated Profits
2. Off-loading of Shares by Promoters
3. Penalties Imposed on Promoters
4. Compliance with Summons

Summary:

1. Misleading Announcements and Inflated Profits:
The company, listed on the Bombay Stock Exchange, made public announcements that were misleading in material particulars, leading to an increase in the price of its scrip. The financial results for the quarters ending June 30, 2003, and September 30, 2003, were inaccurate, with inflated profits due to the lack of provision for tax payment. Notes appended to these results contained price-sensitive information, some of which were misleading or exaggerated. For instance, the company falsely claimed to have doubled its production capacity by acquiring two units, whereas it had only entered into an understanding with existing spinning units.

2. Off-loading of Shares by Promoters:
Following the misleading announcements, the price of the company's scrip rose significantly. Promoters and associated entities off-loaded their shares during this period, unduly enriching themselves. The whole time member found that the textile company, an associate of the appellant, was involved in these transactions. Despite the appellant's contention that they had sold their stake in the textile company in 2002, evidence showed that Arun Panchariya, a promoter, signed delivery instruction slips on behalf of the textile company in 2003, indicating a continued connection. The misleading announcements and subsequent off-loading of shares by promoters were established, constituting a serious irregularity and manipulation of the scrip's price.

3. Penalties Imposed on Promoters:
Adjudication proceedings were initiated against the promoters for their involvement in the misleading announcements and off-loading of shares. A total penalty of Rs. 40 lacs was imposed on seven members of the Panchariya group. The adjudicating officer noted that the promoters and related entities sold over 18 crore shares, realizing proceeds over Rs. 12 crores, and manipulated the scrip, causing losses to genuine investors. The penalties included Rs. 32 lacs for misleading announcements and manipulation, Rs. 2 lacs on Satish Panchariya for non-compliance with summons, and Rs. 1 lac on Arun Panchariya for the same reason.

4. Compliance with Summons:
The tribunal found that Satish Panchariya and Arun Panchariya had substantially complied with the summons issued during the investigations. Consequently, the penalties of Rs. 2 lacs and Rs. 1 lac imposed on them for non-compliance were set aside. In all other respects, the impugned orders were upheld.

Additional Observations:
The tribunal noted a peculiar feature where the company included non-accounting, price-sensitive information in the notes to its financial results. This practice, claimed to be common among listed companies, was questioned by the tribunal, suggesting that the Securities and Exchange Board of India (SEBI) should examine whether such announcements should be made in this manner.

Conclusion:
The appeals were disposed of with no order as to costs, upholding the penalties for misleading announcements and manipulation while setting aside penalties for non-compliance with summons.