Adjudication order against Aqua Logistics Limited in the matter of its issue of GDR

The Securities and Exchange Board of India (SEBI) investigated Aqua Logistics Limited for alleged irregularities during its Global Depository Receipts (GDR) issue between January and February 2011. The company issued GDRs worth approximately Rs. 284.32 Crore, subscribed by a single entity, Vintage FZE. Investigations revealed that Aqua Logistics pledged the GDR proceeds as collateral for a loan obtained by Vintage FZE from EURAM Bank to subscribe to these GDRs.

BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO: Order/GR/KG/2020-21/9267]

ORDER UNDER SECTION 15-I OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 READ WITH RULE 5 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING PENALTIES) RULES, 1995 AND SECTION 23I OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 READ WITH RULE 5 OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957

In respect of:
1. Aqua Logistics Limited (CIN:L63090MH1999PLC121803)

In the matter of GDR Issue of Aqua Logistics Limited

BACKGROUND IN BRIEF

1. The Securities and Exchange Board of India (hereinafter referred to as “SEBI”) conducted investigations into the alleged irregularities in the GDR (Global Depository Receipts) Issue by Aqua Logistics Limited (hereinafter referred to as “Company” /”AQUA”) during the period from January 15, 2011 to February 28, 2011 (hereinafter referred to as “Investigation Period”).
Adjudication Order in the matter of GDR issue by Aqua Logistics Limited

2. AQUA is a company whose shares are listed on the NSE and BSE Ltd. The investigations, prima facie, revealed that AQUA had issued 4.112 million GDRs (amounting to USD 62.379 Million, approximately Rs. 284.32 Crore at RBI exchange rate of Rs. 45.58 per USD) on February 10, 2011, equivalent to 9,45,76,000 equity shares of Re. 1 each, and the said issue was subscribed by one entity viz. Vintage FZE (now known as Alta Vista International FZE) (hereinafter referred to as “Vintage”). It was observed that the subscription amount was paid by Vintage by obtaining a loan from European American Investment Bank AG (EURAM Bank) by entering into Loan Agreement dated February 3, 2011 with EURAM Bank. It was observed that directors of AQUA in its board meeting held on September 9, 2010, had passed board resolution inter alia authorizing the opening of an account with EURAM Bank for the purpose of receiving subscription money in respect of the GDR issue of AQUA and also for using the funds deposited in the said bank account as security in connection with loans, if any. AQUA had signed a pledge agreement dated February 3, 2011 with EURAM Bank pledging GDR proceeds as collateral against the loan availed by Vintage, executed by Mr. M.S. Sayad, Whole Time Director (hereinafter referred to as “WTD”)of AQUA. Vide the said loan agreement, AQUA had pledged the GDR proceeds against the loan availed by Vintage FZE for subscribing to GDRs of AQUA, thus securing Vintage FZE’s loan.

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