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Issues Involved:
1. Fraudulent transfer of shares by Parsoli Corporation Ltd. and its promoters. 2. Non-disclosure of shareholding pattern changes and dividend cancellation to BSE. 3. Non-cooperation with SEBI investigations. 4. Non-compliance with SEBI's order to change the RTA. Detailed Analysis: Issue 1: Fraudulent Transfer of Shares Key Question: Did Parsoli Corporation Ltd. and its promoters defraud shareholders by transferring shares based on forged signatures and documents? Findings: - Parsoli Corporation Ltd. (Parsoli) and its promoters were found guilty of transferring 80,800 shares of 252 shareholders using forged signatures and duplicate share certificates. - The modus operandi involved retaining specimen signature cards and verifying signatures in-house instead of through the appointed share transfer agent (RTA), which was illegal. - Parsoli compensated shareholders by crediting shares back into their demat accounts through off-market transactions when caught. - SEBI's investigation revealed that Parsoli and its directors did not cooperate, withheld information, and provided misleading responses. - The whole time member of SEBI and the adjudicating officer found Parsoli and its promoters guilty of violating Regulations 3 and 4 of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, and Regulations 53A and 54(5) of the SEBI (Depositories and Participants) Regulations, 1996. Judgment: - Parsoli and its directors were restrained from accessing the securities market for seven years. - The directors were also prohibited from holding the position of a director in any listed company for the same period. - They were directed to make a public offer to acquire shares from public shareholders and facilitate the delisting of Parsoli if public shareholding fell below the minimum level. - Monetary penalties were imposed: Rs. 25 lakhs for non-cooperation with SEBI investigations and Rs. 3 crores for fraudulent activities. Issue 2: Non-Disclosure of Shareholding Pattern Changes and Dividend Cancellation Key Question: Did Parsoli fail to disclose changes in shareholding pattern and the cancellation of dividend to BSE? Findings: - Parsoli's promoters transferred 9,61,600 shares, changing the shareholding pattern, but did not disclose this to BSE. - The board of directors recommended a 10% dividend but later reversed this decision without informing BSE. - These actions were found to be violations of Clause 35 of the listing agreement and Regulations 3 and 4 of the FUTP Regulations. Judgment: - Parsoli was restrained from accessing the securities market for one year. - Monetary penalties were imposed on Parsoli and its promoters for the violations. Issue 3: Non-Cooperation with SEBI Investigations Key Question: Did Parsoli and its promoters fail to cooperate with SEBI's investigations? Findings: - Parsoli and its directors did not provide necessary information during SEBI's investigations and attempted to mislead the process. - This non-cooperation was a violation of Section 11C of the SEBI Act. Judgment: - A penalty of Rs. 25 lakhs was imposed for violating Section 11C by not furnishing information to SEBI. Issue 4: Non-Compliance with SEBI's Order to Change the RTA Key Question: Did Parsoli fail to comply with SEBI's order to change its RTA? Findings: - Parsoli delayed compliance with SEBI's order to change the RTA by 54 days. - The explanation provided by Parsoli for the delay was considered plausible. Judgment: - The whole time member's order restraining Parsoli from accessing the securities market for six months was set aside. - SEBI was advised to take penal action for the delay through appropriate adjudication proceedings. Conclusion: - Appeals No. 112, 113, 145, 146 of 2010 and Appeals No. 77, 80, 81, 82 of 2011 were dismissed, upholding the impugned orders. - Appeal No. 150 of 2010 was allowed, and the impugned order was set aside. - The prayer for interim stay on the operation of the orders was rejected.
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