Adjudication Order in respect of three Directors in the matter of GDR issue by Aqua Logistics Limited

The Securities and Exchange Board of India (SEBI) has issued an adjudication order against three directors of Aqua Logistics Limited concerning irregularities in a Global Depository Receipts (GDR) issue. Investigations revealed that Aqua Logistics pledged GDR proceeds as collateral for a loan obtained by Vintage FZE to subscribe to the GDRs. This action was authorised by a board resolution, and the pledge agreement was executed by a Whole Time Director.

BEFORE THE ADJUDICATING OFFICER
SECURITIES AND EXCHANGE BOARD OF INDIA

[ADJUDICATION ORDER NO: Order/GR/KG/2020-21/9268-9270]

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

In respect of:
1. Mr. Rajesh G. Uchil [PAN: AAAPU1152D]
2. Mr. Harish G. Uchil [AAAPU1153C]
3. Mr. M.S. Sayad [AFMPS3047J]

In the matter of GDR Issue by 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 respect of three entities 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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