BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI

 Misc. Application No. 69 of 2011  
 And 
                Appeal No. 123 of 2011 
           Date of decision: 25.8.2011 

Vaswani Industries Limited
MIG-4, Indrawati Colony,
Raipur – 492 001, Chattisgarh.

… Appellant

Versus

1) Securities and Exchange Board of India
SEBI Bhavan, Plot No. C-4A, G Block,
Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051.
2) Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai 400 001.
3) National Stock Exchange of India Limited
Exchange Plaza,
Plot no. C/1, G Block,
Bandra-Kurla Complex,
Bandra (E), Mumbai 400 051.
4) Ashika Capital Limited
1008, Raheja Centre,
214, Nariman Point,
Mumbai – 400 021.

             … Respondents 

Mr. Janak Dwarkadas, Senior Advocate w ith Mr. Anant Upadhyay, Advocate for the
Appellant.
Mr. Shiraz Rustomjee, Senior Advocat e with Mr. Ajay Khaire, Advocate for
Respondent no. 1.
Mr. Omprakash Jha, Advocate for Respondent no. 2.
Ms. Shilpa Joshi, Advocate for Respondent no. 3.
Mr. Rajendra Kanoongo, Representative of Respondent no. 4.

CORAM : Justice N. K. Sodhi, Presiding Officer
S. S. N. Moorthy, Member
Per : Justice N. K. Sodhi, Presiding Officer (Oral)
The learned senior counsel on both si des are agreed that Appeals no. 123 and
124 of 2011 be disposed of in the following terms:-

2

1. The Appellant shall give a withdrawal op tion to investors in the RII category to
   the extent of 15,00,348 shares as set out in its letter dated 8th July 2011.
2. The Appellant shall issue a public a dvertisement giving details of the
   withdrawal option and the informati on regarding the bonus issue mentioned
   below. The public advertisement shall be made in consultation with SEBI and
   Bombay Stock Exchange Limited as soon as possible, but in any event, within 7
   working days of this order.
3. For the purpose of the withdrawal of offers and other related issues, the
   Appellant shall follow the other procedur es laid down in th e SEBI order dated
   July 11, 2011.
4. After completion of the withdrawal of offers by RIIs and placement of those
   shares with either the Sole Syndicate Member cum BRLM i.e. Ashika Capital
   Limited or investors identified by Ashika Capital Limited, and subject to the
   receipt of minimum subscription and any other compliance, the stock exchanges
   shall grant listing permission for the shares.
5. Immediately upon listing of the shares, the Appellant shall take steps to make a
   bonus issue of shares to the investors in the IPO in the ratio of one share for
   every four shares held. The promoter s and the promoter group entities of the
   Appellant have provided a written undertaking that they will not receive such
   bonus shares in the said bonus issue. Th e Appellant hereby undertakes that it
   will not issue such bonus shares to any of the promoters or the promoter group
   entities. A list of the promoters and their group entities has been filed before us
   the correctness of which is confirmed by the Appellant. It is made clear that
   promoters and the promoter group entities shall not directly or indirectly receive
   the bonus shares mentioned above.
6. The public advertisement mentioned in paragraph 2 above shall give full
   information and details regarding the bonus issue mentioned in paragraph 2
   above, and shall make it clear that i nvestors will receive the bonus shares
   mentioned therein in respect of such of their shares for which they have not 3
   exercised the withdrawal option. For the purpose of clarification, an illustration
   shall be included in the advertisement.
7. Trading in the shares on the stock exchanges shall be permitted only after the
   bonus issue of shares and their listing is completed in all respects.
8. The entire process regarding the withdrawal of offers and the bonus issue shall
   be completed within sixty days of this order.
   The appeals stand disposed of as above. This order shall be in modification of
   para 26 of the impugned order dated July 11, 2011. It is, however, made clear that this
   order disposing of the appeals shall not in any manner be take n to be an expression of
   our opinion upon the merits of the issues invol ved in any of the cases and those alleged
   in the impugned order. It is further clarif ied that ongoing investig ations shall not be
   affected in any manner and the Securities and Exchange Board of India shall be free to
   take such action as it deems fit against any person found to have acted in contravention
   of law. The suggested minutes of the orde r together with the annexures are taken on
   record. No costs. Sd/-
   Justice N. K. Sodhi
   Presiding Officer Sd/- S. S. N. Moorthy
   Member
   25.8.2011
   Prepared & Compared by
   ptm

Download Order Copy