2010 (7) TMI 1221 - Board - SEBI

Summary

Issues Involved:
1. Introduction and transfer of fake shares.
2. Failure to consolidate share transfer records at a single point.
3. Providing misleading and contradictory information to SEBI.
4. Violations of specific SEBI regulations.

Detailed Analysis:

Issue 1: Introduction and Transfer of Fake Shares
The judgment addresses the fraudulent introduction and transfer of 80,800 fake shares by the noticees to 22 promoter/front entities. The noticees retained specimen signature cards, verified signatures, and scrutinized share certificates, thus bypassing the Registrar and Share Transfer Agent (RTA). They forged signatures on transfer documents and dematerialized the fake shares. When genuine shareholders requested dematerialization, Parsoli rejected their requests, citing that duplicate shares had already been issued. Parsoli compensated these shareholders by off-market transfers from promoter/front entities. The judgment confirms that the shares transferred to promoter/front entities were fake, introduced and approved by the noticees, thereby violating regulations 3(a), 3(b), 3(c), 3(d), 4(1), and 4(2)(h) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (PFUTP Regulations).

Issue 2: Failure to Consolidate Share Transfer Records
The noticees failed to ensure all matters related to the transfer of securities were handled at a single point. They retained specimen signature cards despite the RTA's request, claiming they were in a torn state, which was disproven by SEBI officials. This failure enabled the fraudulent transfer of shares, violating regulation 53A of the SEBI (Depositories and Participants) Regulations, 1996, and SEBI Circular No. D&C:C/FITTC/Cir-15/2002 dated 27 December 2002.

Issue 3: Providing Misleading and Contradictory Information to SEBI
The noticees provided misleading and contradictory information during the investigation. Examples include inconsistent reasons for rejecting demat requests, contradictory statements about off-market transactions, and false claims about the condition of specimen signature cards. They also failed to provide critical information, such as details of rejected transfer/demat requests, share transfer processes, and off-market transactions by promoters. This non-cooperation hindered SEBI's investigation, violating sections 11C(2) and 11C(3) of the SEBI Act, 1992.

Issue 4: Violations of Specific SEBI Regulations
The judgment finds that the noticees violated several SEBI regulations:
- By not providing information and giving misleading information, they violated sections 11C(2) and 11C(3) of the SEBI Act, 1992.
- By not handling share transfer work at a single point, they violated regulation 53A of the SEBI (Depositories and Participants) Regulations, 1996, and SEBI Circular No. D&C:C/FITTC/Cir-15/2002.
- By engaging in fraudulent activities related to fake shares, they violated regulations 3(a), 3(b), 3(c), 3(d), 4(1), and 4(2)(h) of the PFUTP Regulations.

Conclusion and Orders:
The judgment concludes that the introduction of fake shares and fraudulent transfers by a listed company and its promoters severely damage the integrity of the securities market. The noticees are restrained from buying, selling, or dealing in securities for seven years and are barred from holding director positions in any listed company for the same period. They are also directed to make a public offer to acquire shares from public shareholders and facilitate the delisting of Parsoli Corporation Ltd. if public shareholding falls below the minimum level. The order is to be enforced immediately, with copies served to all relevant stock exchanges and depositories.