SEBI v. Pentamedia Graphics Limited and others (GDR issue, 2022)
Judgment entered
Checked against the primary document on October 9, 2026. The library's summary, tags and figures for this record were compared with the regulator's own document by an AI model (Claude) following written instructions, in a single reading of the order; an independent second reading of 60 SEBI records agreed on every field for 56, the four misses being penalty amounts; a later sample of 50 of the SEBI records added on 9 October agreed on every field for 46. No lawyer has reviewed them. A checked record can still contain errors, and checked does not mean endorsed. See how we check records or report a correction.
In March 2022 a SEBI whole time member found that Pentamedia Graphics Limited misled investors about two 2002 GDR issues, whose proceeds were largely returned to the subscribers, but did not sustain the wider fraud charge. The company was restrained from the securities market for one year and the other ten noticees were let off.
The record
| Agency | SEBI (India) |
|---|---|
| Date filed | 2022-03-24 |
| Date resolved | 2022-03-24 |
| Court | SEBI Whole Time Member |
| Status | judgment |
| Asset class | equities |
| Instruments | Pentamedia Graphics Limited global depository receipts |
| Venue | Luxembourg Stock Exchange |
| Criminal parallel | No |
| Bars imposed | Pentamedia Graphics Limited restrained from the securities market for 1 year |
| Defendants | Pentamedia Graphics Limited ; Teigh Holdings Limited ; Numero Uno Overseas Limited ; Gemgrove Corporation ; Daylon Limited ; S Ramasamy ; V Chandrasekaran ; S Ramani ; S Ranganathan ; T V Krishnamurthy ; Ramesh Pillai |
| Also named elsewhere | Teigh Holdings Limited |
| Techniques | Misleading issuer disclosure |
What was ordered
- Civil penalty
- —
- Disgorgement
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- Prejudgment interest
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- Total relief
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- Alleged gain
- —
What is alleged to have happened
This final order of 24 March 2022 was passed by a SEBI whole time member under sections 11, 11(4) and 11B of the SEBI Act in the matter of the GDR issue by Pentamedia Graphics Limited (PGL). The eleven noticees were PGL, four overseas subscribers to the depository receipts (Teigh Holdings, Numero Uno Overseas, Gemgrove Corporation and Daylon) and six individuals who were directors or otherwise connected with the company.
A show cause notice of 16 December 2019 concerned two GDR issues in 2002: 14.5 million receipts worth USD 20.30 million in February and 62.5 million worth USD 23.75 million in November. SEBI alleged that the subscribers borrowed from a Lisbon bank to subscribe, that PGL pledged an amount equal to the proceeds as security for those loans, and that the proceeds were then moved back to the subscribers. It alleged a fraud under section 12A of the SEBI Act and Regulations 3, 5(1) and 6(a) of the 1995 PFUTP Regulations.
The order found that the loan and pledge arrangements were not disclosed to the stock exchange or shareholders, and that PGL's announcements and annual reports gave the impression that the issues brought in capital when an equivalent liability had been created. It also found that about USD 34.651 million of the proceeds was transferred back to the subscribers, so there was hardly any capital infusion, and that this was price-sensitive information that PGL concealed. On that basis it held PGL in breach of Regulation 5(1), which bars misleading statements likely to induce dealing or affect prices.
The fraud charge under Regulations 3 and 6(a) was not sustained, because the order found no intention to deceive the subscribers. The directors who approved the issues were not held liable, and the order reasoned that vicarious liability for civil contraventions did not exist at the relevant time. The overseas subscribers were found to be dissolved or struck off.
SEBI restrained PGL from accessing the securities market for one year and directed it to recover any outstanding GDR proceeds identified by its audit committee within a year, with the directors to see that this is done. Proceedings against the other ten noticees were disposed of. No monetary penalty was imposed in this order.
The record does not show whether the money was recovered, whether PGL appealed, or any criminal case.
This library tags the matter as misleading issuer disclosure, because the finding is that the company concealed the financing structure and the return of GDR proceeds from investors. The tagging is ours, not the regulator's.
For the regulator's own account of the facts, read the primary document linked above. This page deliberately summarises the structured record rather than reproducing the order.
What technique is this, and how does it work?
This action is tagged with one technique in our taxonomy. The tagging is ours: regulators charge statutory provisions, not technique names, so the mapping is an editorial judgement described in our editorial policy.
- Misleading issuer disclosure — see how it works, what statute it engages, and every other action tagged the same way.
Timeline
- 2022-03-24 SEBI final order
Primary documents
Everything on this page derives from the documents below. Where our summary and the primary document disagree, the primary document is right.
Related actions
Other actions in the library sharing at least one technique tag with this one.