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HC bans CA for issuing wrong Share Application Money Certificate

Case Law Details

TaxGuru Citation
2017 taxguru.in 189
Case Name
Council of ICAI Vs kailash Chander Agarwal & ANR. (Delhi High Court)
Date of Judgement/Order
Only available for paid members
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1. A company by the name of Padmini Packaging Pvt. Ltd. changed its name to Padmini Polymers Pvt. Ltd. on December 23, 1992. It changed its name with effect from June 14, 2000 to Padmini Technologies Ltd.

2. When named Padmini Polymers Pvt. Ltd. the company invited applications on June 20, 1999 for allotment of 1,80,00,000 preferential shares for cash at par. These shares were listed for trading at Delhi Stock Exchange on December 23, 1999 and with the Bombay Stock Exchange on December 30, 1999 on the strength of three certificates issued by the respondent. The certificate dated June 30, 1999 certified that the company received Rs. 8,52,50,000/- as share money in respect of the preferential shares. The language of the certificate issued by the respondent reads, inter-alia, as  under:-

“……… On, the basis of our verification, we certify that the Company had already received Rs. 8,52,50,000/- Share money in respect of Preferential issue of 2,00,00,000 new Equity Shares of Rs. 10/- per share aggregating Rs. 20, 00,00,000/-, as per details given below:

Number of shares Amount (Rs.)- per share Total Amount
    Rs.
47,00,000 10.00 4,70,00,000/-
1,53,00,000 2.50 3,82,50,000/-

3. The second certificate of even date, being a due diligence certificate, issued by the respondent reads as under:-

“DUE DILIGENCE CERTIFICATE

Re: Padmini Polymers Limited

Preferential Allotment of 2,00,00,000/- Equity Shares of `10/- each aggregating to `20, 00,00,000/-

i) We have examined various documents and materials facts/papers in connection with the Preferential Allotment.

ii) On the basis of such examination and discussion with the Company, its Directors and other Officers, Other Agencies, independent verification of the statements concerning the objects of the Preferential Allotment, Price justification and the contents of other Documents and papers furnished by the

We confirm that:

(a) The Preferential Allotment of Shares is in conformity with the documents/materials and papers relevant to the Preferential Allotment.

(b) All legal requirements connected with said Allotment as also the guidelines and instructions etc. issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with”

4. The third certificate dated November 13, 1999 issued by the respondent reads as under:-

“TO WHOMSOEVER IT MAY CONCERN

This is to certify the detail of receipt of Share Application Money aggregating to Rs.8, 52,50,000/- realised & credited to the account of M/s Padmini Polymers Limited is given as under:-

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