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Sebi bans Varyaa Creations from securities mkt over IPO proceeds diversion
Sebi bans Varyaa Creations from securities mkt over IPO proceeds diversion

Business Standard

time15-05-2025

  • Business
  • Business Standard

Sebi bans Varyaa Creations from securities mkt over IPO proceeds diversion

Markets regulator Sebi has restrained SME company Varyaa Creations Ltd (VCL) from accessing the securities market for alleged diversion of funds raised through its initial public offering (IPO). Additionally, the regulator has barred Inventure Merchant Banking Services Pvt Ltd from taking up any new assignment relating to merchant banking activities in the securities market till further directions. Also, the shareholdings of seven promoter group entities have been frozen until further directions, according to an interim order passed by Sebi on Wednesday. Varyaa Creations, which is primarily engaged in wholesale trading of precious metals, and manufacture and sale of jewellery, came out with its Rs 20.10-crore IPO and got listed on the SME platform of the BSE on April 30, 2024. The Securities and Exchange Board of India (Sebi) carried out a routine inspection of the activities of the Inventure and noticed certain irregularities in the IPO process of VCL and initiated an inquiry into the matter. During the inquiry, Sebi noted that more than 70 per cent of the issue proceeds (Rs 14 crore) were transferred to three entities -- Kaveri Corporation, Maruti Corporation, and Overseas Metal and Alloys Pvt Ltd -- on April 30, 2024, the day of the listing on the instructions of the lead manager Inventure. The stated purpose of the transfers was to cover issue management fees, underwriting and selling commissions, registrar fees, and other IPO-related expenses. Sebi said these transfers, purportedly made to cover issue-related expenses, were disproportionate to the issue-related expenses disclosed in the IPO's prospectus. The regulator sought explanation from VCL and Inventure regarding transfers, however, VCL failed to give a satisfactory response, citing the unavailability of its accounts team and statutory auditor. The lead manager stated that transactions were in line with objects of the issue stated in the prospectus -- purchase of inventory and general corporate purposes. After further investigation, Sebi, prima facie, found certain discrepancies in the use of the funds. "...it, prima facie, appears that Rs 9 crore from the IPO proceeds was credited to the bank account of Kaveri Corporation and withdrawn in cash on April 30, 2024 -- the very day the company was listed," Sebi said. Accordingly, Sebi has restrained Varyaa Creations "from accessing the securities market, either directly or indirectly, in any manner whatsoever until further orders. Besides, Noticee 2 (Inventure Merchant Banking Services) shall not take up any new assignment relating to merchant banking activities in the securities market till further directions from Sebi". Besides, the regulator directed the appointment of a monitoring agency for any pending assignments of Inventure. On freezing the holding of seven entities, Sebi noted that a lock-in period applicable to a portion of the promoters' shareholding expired on May 14, and there is a risk of the promoters offloading the shares held by them in VCL, while the inquiry into the end-use of IPO proceeds is ongoing. Over the past year, Sebi intervened in many cases, especially in the SME segment, where IPO proceeds were misutilised or siphoned off.

Sebi bans SME firm Varyaa Creations from securities market over IPO proceeds diversion
Sebi bans SME firm Varyaa Creations from securities market over IPO proceeds diversion

Economic Times

time15-05-2025

  • Business
  • Economic Times

Sebi bans SME firm Varyaa Creations from securities market over IPO proceeds diversion

Markets regulator Sebi has restrained SME company Varyaa Creations Ltd (VCL) from accessing the securities market for alleged diversion of funds raised through its initial public offering (IPO). Additionally, the regulator has barred Inventure Merchant Banking Services Pvt Ltd from taking up any new assignment relating to merchant banking activities in the securities market till further directions. ADVERTISEMENT Also, the shareholdings of seven promoter group entities have been frozen until further directions, according to an interim order passed by Sebi on Wednesday. Varyaa Creations, which is primarily engaged in wholesale trading of precious metals, and manufacture and sale of jewellery, came out with its Rs 20.10-crore IPO and got listed on the SME platform of the BSE on April 30, 2024. The Securities and Exchange Board of India (Sebi) carried out a routine inspection of the activities of the Inventure and noticed certain irregularities in the IPO process of VCL and initiated an inquiry into the matter. During the inquiry, Sebi noted that more than 70 per cent of the issue proceeds (Rs 14 crore) were transferred to three entities -- Kaveri Corporation, Maruti Corporation, and Overseas Metal and Alloys Pvt Ltd -- on April 30, 2024, the day of the listing on the instructions of the lead manager Inventure. The stated purpose of the transfers was to cover issue management fees, underwriting and selling commissions, registrar fees, and other IPO-related expenses. ADVERTISEMENT Sebi said these transfers, purportedly made to cover issue-related expenses, were disproportionate to the issue-related expenses disclosed in the IPO's prospectus. The regulator sought explanation from VCL and Inventure regarding transfers, however, VCL failed to give a satisfactory response, citing the unavailability of its accounts team and statutory auditor. ADVERTISEMENT The lead manager stated that transactions were in line with objects of the issue stated in the prospectus -- purchase of inventory and general corporate purposes. After further investigation, Sebi, prima facie, found certain discrepancies in the use of the funds. ADVERTISEMENT "...it, prima facie, appears that Rs 9 crore from the IPO proceeds was credited to the bank account of Kaveri Corporation and withdrawn in cash on April 30, 2024 -- the very day the company was listed," Sebi said. Accordingly, Sebi has restrained Varyaa Creations "from accessing the securities market, either directly or indirectly, in any manner whatsoever until further orders. Besides, Noticee 2 (Inventure Merchant Banking Services) shall not take up any new assignment relating to merchant banking activities in the securities market till further directions from Sebi". ADVERTISEMENT Besides, the regulator directed the appointment of a monitoring agency for any pending assignments of Inventure. On freezing the holding of seven entities, Sebi noted that a lock-in period applicable to a portion of the promoters' shareholding expired on May 14, and there is a risk of the promoters offloading the shares held by them in VCL, while the inquiry into the end-use of IPO proceeds is ongoing. Over the past year, Sebi intervened in many cases, especially in the SME segment, where IPO proceeds were misutilised or siphoned off.

Sebi bars Varyaa Creations from markets, halts Inventure's fresh IPO mandates
Sebi bars Varyaa Creations from markets, halts Inventure's fresh IPO mandates

Mint

time14-05-2025

  • Business
  • Mint

Sebi bars Varyaa Creations from markets, halts Inventure's fresh IPO mandates

The Securities and Exchange Board of India (Sebi) on Wednesday froze the promoter shareholding of jewellery firm Varyaa Creations Ltd (VCL) and barred the company from accessing the capital markets after it allegedly found large-scale diversion of initial public offering (IPO) proceeds on the day of listing. The promoters of Varyaa are Pooja Vineet Naheta, Sarika Amit Naheta, Jaineshaa Amit Naheta and Pari Vineet Naheta. They collectively control over 70% of equity in Varyaa Creations Ltd. The market regulator also restrained lead manager Inventure Merchant Banking Services Pvt Ltd from taking on new merchant banking assignments, pending a full investigation into its role. Also read: Sebi plans regulatory breather for FPIs investing in sovereign bonds The action follows a probe into Varyaa's ₹20.10 crore SME IPO that was listed on the BSE SME platform on 30 April 2024. According to Sebi's interim order, over ₹14 crore—about 70% of the IPO proceeds—was transferred directly from the public issue account to three entities on the day of listing based on the instructions of the lead manager, without first being routed through the company's bank account. Two of these entities—Kaveri Corporation and Overseas Metal and Alloys Pvt Ltd—received ₹4 crore and ₹5 crore, respectively. Sebi found that Gujarat-based sole proprietorship Kaveri, with no declared link to jewellery business, withdrew ₹9 crore in cash within minutes of receiving the funds. Overseas Metal and Alloys transferred nearly the entire amount to another company named 'Transpaacific" the following day. Notably, a similarly named firm, Transpaacific Shipping and Resources Pvt Ltd, was previously flagged by Sebi in the Synoptics Technologies IPO case for receiving misappropriated IPO funds. The funds transferred to third parties in the guise of issue-related expenses on the instruction of the lead manager account for over 71% of the IPO proceeds, which is much higher than the issue-related expenses disclosed in the prospectus, Sebi noted while barring Inventure till further investigation. Sebi also noted in the order that these transfers did not align with the company's stated IPO objectives, which included capital expenditure and inventory purchases for a new showroom in Agra. 'No disclosure was made regarding any payment to Kaveri Corporation ...or Overseas Metal and Alloys," Sebi noted, adding that both recipient firms are based in Ahmedabad and appear to be unconnected to the issuer's business. During a routine inspection into Inventure's activities, Sebi found irregularities in VCL's IPO process and launched an inquiry. During the inquiry, Sebi found that merchant banker First Overseas Capital Limited (FOCL) was going to act as the Lead Manager for the issue. Also read: Why fractional real estate platform Strata surrendered its Sebi licence However, after BSE made certain observations, Inventure took over as the Lead Manager. With a lock-in expiry on a portion of the promoter's shares falling on the same day as the order—May 14—Sebi said urgent interim action was warranted to prevent offloading of shares while investigations were ongoing. The company's recent board approval to raise ₹35 crore via a rights issue further raised red flags. 'It is surprising to note that VCL has now planned to raise an amount far more than the amount already raised from the public, within 13 months of its IPO," said the order authored by Ashwani Bhatis, Sebi Whole Time Member. In addition to freezing promoter holdings, Sebi directed that Inventure appoint a monitoring agency in all ongoing mandates, regardless of issue size. The company and its promoters have been given 21 days to respond and request a hearing.

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