A.K.Batra, - (1.) M/s Subhash Projects & Marketing Limited (hereinafter referred to as 'SPML') is a listed company, whose shares are listed for trading on the Stock Exchange, Mumbai, the Calcutta Stock Exchange, the Delhi Stock Exchange, the Bangalore Stock Exchange, the Guwahati Stock Exchange and the Uttar Pradesh Stock Exchange (for brevity's sake, hereinafter referred to as 'BSE', 'CSE', 'DSE', 'BgSE', 'GSE' and the 'UPSE' respectively).
(2.) M/s Neon Vinimay P Ltd. (hereinafter referred to as 'Neon') is a trading member on the capital market segment of the National Stock Exchange of India Ltd. (NSE), having SEBI Registration Number INB230910030 and is promoted by Subhash Capital City Ltd. (now known as International Constructions Ltd.) and 20th Century Engineering Ltd, both being associate concerns of SPML. The directors of Neon are Shri Paras Mal Jain and Shri Subhash Chand Sethi (who is also the Vice Chairman & MD of SPML). Spml came out with two simultaneous (but not linked) rights issues of : i. 36,52,612 equity shares of Rs.10/- each at a premium of Rs.190/- per share, aggregating Rs.73,05,22,400/- (Rs.50/- payable on application, the aggregate amount payable on application being Rs.18,26,30,600), and ii. 24,35,074 17% secured non-convertible redeemable debentures of Rs.150/- each for cash at par with a detachable warrant aggregating Rs.36,52,61,100/- (Rs.20/- payable on application, aggregate amount payable on application being Rs.4,87,01,480). The rights issues opened for subscription on October 6, 1995 and closed on November 6, 1995. The issue was lead managed by M/s Hinduja Finance Corporation Ltd. and Canara Bank, Merchant Banking Division (hereinafter referred to as 'HFCL' and 'Canbank' respectively).
(3.) THE Securities and Exchange Board of India (hereinafter referred to as 'SEBI') received a reference from the Income Tax Office, Calcutta, in May 1996, as also a number of complaints regarding the said issue, alluding to, inter alia, irregular subscription, price manipulation before the rights issue, non-disclosure and misstatements in the letter of offer, violations of Debenture Trustee regulations, non-listing of shares etc.;