SEBI Under Scrutiny for Failure to Enforce Court Orders, Listed Company’s Shareholding Changes Raise Concerns

Despite the orders of a district court in Rajasthan, a listed company is trying to change its shareholding. The directors of the company have called EGM on Thursday. It is feared that changes may be made in the basic structure and shareholding of the company. The victim also requested the authorized SEBI to upload the court order on its authorized website to enforce the orders in this case. However, SEBI has still not bothered to upload the court orders on its website.

What is the whole matter?

Om Prakash Garg and Veena Garg, directors of a listed company named Cupid Ltd, had signed an agreement to sell 59,81,036 equity shares related to their 44.84 per cent shareholding in the company to Vikas Lifecare Ltd. It is alleged that both of them were reluctant to follow this agreement and started trying to avoid transferring shares in favour of Vikas Lifecare.

Appealed to the court due to fear of fraud

When there was suspicion of fraud in the case, Vikas Lifecare Limited filed a case against Cupid Ltd in the District Court of Alwar. After this, the court issued a summons to Om Prakash Garg and Veena Garg and asked for their answers. During the hearing, he told the court that he had made a deal to transfer his shareholding to another company. Looking at the facts of the case, the court on 08 December 2023 ordered them not to involve any other third party in the process of transfer of shares of Cupid Ltd.

Didn’t stop the transfer process!

It is alleged that Cupid Ltd did not stop the process of executing the alleged agreement with Columbia Petrocom Pvt Ltd and Aditya Kumar Halvasia for the transfer of shareholding.

In this case, plaintiff Vikas Lifecare expressed apprehension that Cupid Limited is violating the court’s order of December 08. Because the process of issuing 22 lakh shares by the company in favour of other FPI/FII had been started. Not only this, the process to do the same in the case of about 33 lakh shares was also started. Vikas Lifecare expressed apprehension that Columbia Petrocom and Aditya Kumar Halvasia were trying to commit large-scale fraud not only with them but also with the public. In which the collusion of Om Prakash and Veena Garg was also visible.

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The court showed a tough stance

When the matter was brought to the notice of the court, the court also took the matter seriously. On March 30, 2024, the Additional District Judge of Alwar issued an order to include Columbia Petrocom and Aditya Kumar Halvasia as defendants in the case. Along with this, an order was also passed prohibiting Cupid Ltd and other counter-plaintiffs from making any changes in the structure of shares and from giving or transferring them to any third party.

Order to deposit bank guarantee also

The court also said in its order that before making any kind of deal regarding the financial structure or shares of Cupid Ltd, a bank guarantee of Rs 149.52 crore will have to be deposited in the court.

Order given to SEBI

Not only this, the court in its order directed Securities Exchange Board of India (SEBI), Central Depository Service India Ltd. (CSDL) and National Securities Depository Limited (NSDL) Delhi were also ordered to take necessary steps to immediately comply with this order.

Fear of disobeying orders

It is alleged that the directors of Cupid Limited started the process of dividing the equity shares. For this, the company has also decided to call EGM on 4th April. It is feared that during this period the orders of the District Court dated 08 December 2023 and 30 March 2024 may be violated.

Appealed to SEBI

In this matter, Vikas Lifecare has informed SEBI Chairman Madhabi Puri Buch and SEBI whole-time member Ashwini Kumar Bhatia about the court order through email and requested to ensure compliance with the orders. For which a demand has been made to upload the orders passed in this regard on the official website of SEBI, but this has not been done yet.

Expert opinion

Experts believe that if the order is uploaded on the official website of SEBI, the general public can easily get its information. In this situation, no company can commit fraud by hiding information about court orders or any suit.