Bombay Dyeing market ban case: Company plans to move SAT against Sebi ruling

Bombay Dyeing & Manufacturing Company Ltd has said that it will contest the Sebi's order banning the company and its promoters from the securities market for up to two years, and move the Securities Appellate Tribunal (SAT) for relief.  

In a statement issued on Saturday, a company spokesperson said that the company will be exercising its statutory right to appeal this order and believes it would get justice and stand vindicated. 

"The Company and all other Noticees are in the process of seeking legal advice as to their respective, future course of action in relation to the WTM Order, and shall act in accordance with such advice," stated the company in a stock exchange announcement.

On Friday, Sebi issued an order that barred 10 entities, including Bombay Dyeing and its promoters — Nusli N Wadia, Ness Wadia, and Jehangir Wadia– from the securities markets for up to two years. Besides, it also levied a fine of around Rs 15.75 crore on them for involving in a fraudulent scheme of misrepresenting the company's financial statements. 

Also read: Sebi bars Bombay Dyeing, Wadia family from security market, slaps Rs 15.75-cr fine

Others banned and penalised by Sebi are — Scal Services Ltd, a Wadia Group company, its then directors — D S Gagrat, N H Datanwala Shailesh Karnik, R Chandrasekharan — and Durgesh Mehta, who was Joint Managing Director and Chief Financial Officer of Bombay Dyeing. 

The matter dates back to June 2011 when the capital market issued a show cause notice to the company, its promoter entities and few other individuals after a probe was done into the company’s financial numbers for the period between FY12 and FY19. As per the details, the company’s dealings with Scal Services, an unlisted entity engaged in the real estate business and owned, were under scanner, as it involved various entities belonging to the Wadia Group.  

The probe stated that the bulk sales made to Scal Services were diverted to the real estate business of Bombay Dyeing. Sebi noted that the shareholding of Scal Services was done in a manner so that it cannot be tagged as an ‘Associate Company’. This was done so that Bombay Dyeing is not forced to consolidate the financial statements of Scal Services with itself, and avoid taxes. 

The company in its note on Saturday highlighted that the market regulator has made remarks on accounts dating back to a decade ago. It added that it is in receipt of Sebi's order. The regulator has sought to interpret accounting standards and the depiction of validly prepared, approved, and properly presented unqualified accounts between FY 2011-12 and FY 2018-19. "The accounts in question had been presented by the management, reviewed by the audit committee, and opined on by the statutory auditors," the spokesperson added. 

The company has added that it is quite certain that all transactions were entirely legitimate and in compliance with the law. They did not, and could not have, by any reasonable interpretation or extrapolation violated Sebi rules, the spokesperson added.  

It is to be noted here that Sebi has highlighted in its note that “no benefits were made by the promoters and there is no diversion of funds”. But it issued a far-reaching set of directions. 

In its order, Sebi said Wadias have played an active as well as a deliberate passive role, in the perpetration of the scheme of deliberate misrepresentation of financial statements of Bombay Dyeing. 

Breaking up the total fine amount, Sebi has levied a fine of Rs 2.25 crore on Bombay Dyeing, Rs 4 crore on Nusli Wadia, Rs 5 crore on Jehangir Wadia, Rs 2 crore on Ness Wadia, Rs 50 lakh on Mehta, Rs 1 crore on Scal, and Rs 25 lakh each on the then directors of Scal. 

 (With PTI inputs)