CHIEF GENERAL MANAGER
INVESTIGATION DEPARTMENT
EMail : pkb@sebi.gov.in
Tel: 91-22-26441680
Fax: 91 -22-26449019
IVD/ID-5/PKB/BJD/ 105130/2007
September 24, 2007
Mr. Hugh Hamilton Andrews
Chairman, Jermyn Capital Plc
Devlin House, 36, St. George Street,
Mayfair, London WIS 2FW.
Dear Sir
Sub: Submission of Information / Documents to SEBI
As you are aware, SEBI is conduction investigations into the dealing of Jermyn Capital LLC, a FII sub account registered with Securities and Exchange Board of India, (SEBI) in Indian Securities Market. It is been observed that you are chairman of both Jermyn Capital LLC and Jermyn Capital PLC. In connection with our investigations, various correspondences were made with you to submit certain information and also appear in person before the Investigation Officer (IA). However, it is observed that you have not submitted complete information called for nor appeared in person before the Investigating Officer. For your immediate reference, the complete chronologies of such correspondences made with you are mentioned in the table below.
- SEBI vide summons dated September 13, 2006 sought certain information and requested to appear for personal hearing before the investigating officer on October 12, 2006. However, you requested SEBI vide your letter dated October 11, 2006 seeking extension of time by 21 days for submission of documents and sought fresh date for personal appearance.
- Accordingly, SEBI vide letter dated October 12, 2006 once again requested to appear before the investigating officer on November 3, 2006. However, you failed to appear before the IA.
- SEBI vide letter dated February 27, 2006 once again requested submit detailed information and also requested to appear before the investigating officer on March 15, 2007 along with same. However, you vide letter dated March 14, 2007 submitted only part information and stated that remaining information shall be submitted shortly. However, it was observed that you have not submitted any information thereafter.
- In view of the above, SEBI vide letter dated August 3, 2007 sent you reminder to submit the remaining information to SEBI. You vide letter dated August 31, 2007 submitted only part information and stated that in respect of information relating to acquisition of Triumph Securities UK Plc and related information, same may be ascertained from Jermyn Capital PLc.
It appears from above that you are deliberately not submitting the documents / information to SEBI and trying to delay the investigation proceedings. You may note that your cooperation is crucial for completion of our investigation expeditious. Therefore, you are requested to submit the information contained in the annexure by on October 12, 2007. The summons issued by Investigating Authority under Section 11(3) of the Securities and Exchange Board of India Act, 1992 (Act 15 of 1992) is enclosed.
You may also note that the information regarding the acquisition of Triumph Securities UK Plc by Berkshire Hathaway Ltd and corresponding bank accounts demonstrating transfers of funds towards such acquisition and complete chronology in this regard should be submitted failing which we would be construed to infer that no such acquisition actually took place and it is merely a cosmetic exercise to facilitate trading to the entities debarred by SEBI to deal directly or indirectly in the Indian Capital Market.
Yours faithfully,
P K BINDLISH
SUMMONS TO COMPEL THE PRODUCTION OF DOCUMENTS BEFORE THE INVESTIGATING AUTHORITY
[Under Section 11(3) and 11C(3) of the Securities and Exchange Board of India Act, 1992 (Act 15 of 1992)]
Mr. Hugh Hamilton Andrews
Chairman, Jermyn Capital Plc
Devlin House, 36, St. George Street,
Mayfair, London WIS 2FW.
WHEREAS your co-operation is required in connection with the investigations instituted by Securities and Exchange Board of India (hereinafter referred to as `SEBI') in the case of dealing by Jermyn Capital LLc in Indian Capital Markets
AND WHEREAS you are hereby summoned to submit by October 19, 2007, before the investigating officer(s) named below all the details mentioned in the annexure at the following address:
SECURITIES AND EXCHANGE BOARD OF INDIA
SEBI Bhavan, C-4A,
Bandra Kurla Complex,
Mumbai 400 051.
Further take notice that, without prejudice to the provisions of any other law for the time being in force, if you omit to produce the books of accounts and/or documents as required, SEBI will initiate adjudication proceedings against you under which you could be levied a penalty of one lakh rupees for each day during which such failure continues, or one crore rupees, whichever is less, as provided under section 15A of Securities and Exchange Board of India Act. Further, criminal prosecution may also be launched against you under section 11C(6) which provides for a punishment with imprisonment for a term which may extend to one year, or with fine which may extend to rupees one crore, or with both, and also with a further fine which may extend to five lakh rupees for each day after the first, during which the failure or refusal continues.
GIVEN under my hand and the seal of the Board, this 28nd day of September, 2007.
Signature of the Investigating Officer
Name of the Investigating Officer: P K BINDLISH
CHIEF GENERAL MANAGER
Encl: As above.
ANNEXURE
SEBI vide letter dated February 27, 2007 (copy enclosed) sought certain information. However, while you furnished part information, it is still noted that you have not information called for at para’s 2, 3, 4, 5, 9, 13 of our letter which is reproduced as under
- As per the annual report of Jermyn Capital Partners Plc for the year 2002, under the head of ownership it is stated that “In May 2002, the company was acquired from International Holding (Triumph) Ltd by Berkshire Hathaway Ltd, an entity registered in British Virgin Islands.” It is noted that you own 100% share capital of the parent company Berkshire Hathaway Ltd. In this regard, please provide the terms and conditions of such acquisition with corresponding documents including approval of such acquisition by FSA authorities and bank accounts transactions reflecting payments made to International Holding (Triumph) Ltd for the purpose of acquisition.
- As regards Berkshire Hathaway Ltd, you may please clarify the nature of business of this company and furnish copies of memorandum and articles of association, banks accounts, details of directors, copies of the audited annual financial accounts for the period 2001-02 to 2005-06.
- It may please be clarified whether pursuant to acquisition by you, any changes in management had taken place in the Board of Jermyn Capital Plc, if so please provide details thereof.
- The details of the all the companies / entities in which you hold more than 40% shareholding.
- In the Annual Report and Accounts 2003 of Jermyn Capital Plc, it is stated under the heading of “Chairman’s statement” that “Additionally through a joint venture with a local brokerage house, a research desk has been set up in India”. Please provide details of such joint venture and research desk set up in India.
- The details of the FCCB allotments made by various Indian Companies to Jermyn Capital LLC and Jermyn Capital PLC during the period 2004 to 2006 may be provided. In case FCCB have been purchased as off market deals, please furnish the details of the sellers along with the price and terms and conditions of such deals. If FCCB were purchased through any stock exchange whether in India or Outside, please provide the copies of relevant contract notes, bills etc issued by the broker.
You are advised to provide the above information latest by October 19, 2007. Besides the above, you are also advised to provide the following additional information in connection with the acquisition of Triumph Securities UK Plc (TSUP) by Berkshire Hathaway ltd.
i. Date when negotiations with TSUP started. The name of the person with whom negotiations were initiated.
ii. The discussion / documents submitted / made to TSUP in acquisition of TSUP. Corresponding documents / correspondence made may be submitted.
iii. Date of decision of the Board of Berkshire Ltd to acquire TSUP. The copy of the Board minutes approving such decision may be submitted.
iv. The details of the directors of TSUP at the time of acquisition of TSUP.
v. The terms and conditions for acquisition of TSUP along with strategic reasons for such acquisition.
vi. The financial accounts / annual accounts of TSUP as on March 31, 2000 and March 31, 2002.
vii. Date of acquisition of TSUP, date of registering the shares, date of payment made to Triumph Securities UK Plc, date of intimation to FSA etc. In connection with the payments made towards acquisition, you are required to submit the copies of the bank transactions statements demonstrating payment made to TSUP.
- Please clarify whether Jermyn Capital Plc has taken / given any loan from / to Dharmesh Doshi or his associated companies including Elliot Group Holding Ltd during the period 2002-2005, if so please submit such details.
- Please clarify whether you were director of T S Corporate Finance UK Plc before May 2002. If so, please provide complete background of the company along with its nature of business. Further, names of directors and shareholding for the year ended March 30, 2001 and March 31, 2002. copies of the annual report
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