Sebi board takes stock of action against suspected shell companies

Markets regulator Sebi on Monday updated its board on action being taken against suspected shell firms, vowing to take appropriate steps against those indulging in stock price manipulation and falsification of books.

The regulator also told its board that steps were being taken to fast-track all pending cases in a time bound manner, especially those where final orders have got delayed for more than a year since interim directions, regulatory sources said.

It was observed that the pendency has accumulated mostly due to human resources-related constraints and legal issues.

At a board meeting here, Sebi also discussed coordinated efforts being made along with stock exchanges and other agencies including SFIO (Serious Fraud Investigation Office) and the Income Tax Department against such firms, regulatory sources said.
 

"The stock exchanges have been asked to submit a report on all suspected firms at the earliest about their credentials and fundamentals, as also about the trading patterns and past non-compliances on taxation-like matters. Besides, forensic audit are being done in several cases," an official said.

"Based on the inputs from the stock exchanges, SFIO and other agencies, Sebi will assess the appropriateness of the preventive surveillance actions initiated against the shell firms and pass appropriate orders," he added.

Those under scanner include over 300 listed companies as also hundreds of unlisted entities and individuals, suspected to be misusing the stock exchange platform for tax evasion, among other wrongdoings.

The board was informed that Sebi is giving hearing opportunity to all under scanner and will follow a time-bound procedure in taking the necessary actions, the official added.

At the board meeting, some other issues on the agenda included expediting the settlement proceedings and streamlining Sebi's internal mechanism to better decide on whether they need soft or hard enforcement actions.

To select cases for enforcement actions, the markets regulator plans to put in place new internal guidelines, which would also be made applicable for pending cases.

The proposal assumes significance against the backdrop of various high profile cases, including those related to the NSE and PwC where settlements are being sought.

The board was presented a detailed note on the developments related to suspected shell companies listed on the bourses and actions taken against them.

While a large number of listed companies are under the scanner for allegedly being conduits for illicit money, the regulator is also keeping a close watch on cases where entities are availing LTCG (Long Term Capital Gains) benefits through sham transactions in stocks.

The note contained a slew of issues, including protecting the interest of investors who have put their money in suspected shell companies and regulatory measures that can be initiated against officials of such firms.

Post demonetisation, authorities have detected cases of same entities that have been using multiple PAN numbers to trade in shares. Such instances are also being probed by the Sebi, which has strict KYC norms in place for market participants.

On August 7, the watchdog directed exchanges to restrict trading in shares of 331 companies following government identifying these entities as suspected shell firms.

Following appeals, the Securities Appellate Tribunal (SAT) lifted the curbs imposed on some among the list of 331 companies. Last week , Sebi ordered a forensic audit of around half a dozen of the suspected shell firms.

These lists were shared with Sebi by the Ministry of Corporate Affairs and are based on ongoing investigations by various agencies, including income tax department and SFIO.

The regulator found that the companies identified as shell companies were potentially involved in misrepresentation including of their financial and business in violation of listing regulations.

The regulator said it was of the view that they were possibly misusing the books of accounts and funds, including by facilitating "accommodation entries to the detriment of minority shareholders".

Sebi board also approved relaxing rules for REITs and InvITs to allow these trusts to raise funds through issuance of debt securities.

Another agenda on the table was a proposal to hire a chief economist, whose position will be equivalent to that of an executive director in terms of pay and benefits.