SEBI bars Tarapur Transformers, promoter over fund diversion

The Securities and Exchange Board of India (SEBI) has barred Tarapur Transformers Limited (TTL), its promoter and former non-executive director Rajendra Kumar Choudhary, and seven connected entities from accessing the securities market, following an investigation that found diversion of Rs 31.46 crore through interest-free loans and fictitious transactions.

The order, issued on Monday by Santosh Shukla, Quasi-Judicial Authority at SEBI, restrains TTL and the seven connected entities from the securities market for three years, while Choudhary is barred for five years. SEBI also imposed a fine of Rs 30 lakh on Choudhary and Rs 2 lakh on Ganesh Gangaram Madhari for non-compliance with summons.

The regulator's investigation covered the period from April 1, 2018, to March 31, 2023. According to SEBI, TTL transferred Rs 31.46 crore in the form of interest-free loans and advances to connected and related entities. The regulator found that these funds were allegedly diverted by writing off, creating provisions for, or not recovering such loans and advances.

Fictitious transactions and paper companies

SEBI found that transactions with connected entities involved fictitious sales and purchases, resulting in the inflation of TTL's revenue and net worth and misrepresentation of its financial statements. The regulator said TTL wrote off trade receivables of Rs 14.37 crore.

The investigation identified several connected entities as effectively paper companies, not operating from their registered addresses. During site visits, SEBI found some premises locked, while others were occupied by unrelated businesses. These entities had no physical presence and were used for fictitious transactions, the regulator said.

Specifically, SEBI said Rs 22.48 crore was diverted through three related entities: Rs 8.67 crore to Choudhary Global, Rs 3.87 crore to Veedhata Towers, and Rs 9.94 crore to Lorraine Finance. The regulator described these transfers as not genuine lending but unexplained fund diversion with a mala fide design to benefit the promoters.

Another Rs 8.98 crore was diverted through Rohit Steel Lamination, where TTL transferred Rs 9.75 crore but received only Rs 0.77 crore. Of this, Rs 5.51 crore was written off as trade receivables, while Rs 3.47 crore represented the net impact of fictitious purchases and sales.

The entities barred from the securities market for three years include TTL itself, Choudhary Global Ltd (a promoter group entity), Veedhata Towers, Lorraine Finance, Rohit Steel Lamination, Deekay Iron and Steel, Kumudini Engineering, and Ashadeep Multitrade.

Corporate governance failures

SEBI's investigation found corporate governance lapses, including non-disclosure of related-party transactions, failures relating to audit committee meetings and its constitution, non-compliance with summons, and failure to provide complete information.

In his order, Shukla described Choudhary as the 'mastermind' of the scheme, abusing his position as promoter, director, and audit committee member. SEBI found him to be the key decision-making authority involved in the company's day-to-day affairs. Shukla said the 'entire gamut of events' involved a typical gambit of fund diversion, recording of make-believe fictitious transactions, misleading and untrue disclosures, misrepresentations, active concealment, and non-cooperation with the investigation.

The order referred to contradictory and false submissions and what Shukla described as 'pathetic corporate' governance. He called it a 'classic case of complete disrespect to the ethics and morals of corporate governance.' On Choudhary, Shukla said the brazen breach of obligations under the LODR Regulations, wilful disobedience of summons, and alleged misuse of funds reflected an emboldened defiance.

The connected entities, the order observed, had 'catalysed the flouting' of the law to the detriment of investors and the integrity of the securities market, acting for their own benefit through a 'web of make-believe trickery.'

Penalties

SEBI did not impose a monetary penalty on Tarapur Transformers, observing that such a penalty would ultimately be borne by shareholders. The regulator instead focused penalties on individuals and connected entities. Choudhary was fined Rs 30 lakh and banned for five years, while Madhari was fined Rs 2 lakh for non-compliance with summons.