The capital market regulator additionally barred the service provider banker concerned from taking over new preliminary public providing (IPO) assignments.
In a strongly-worded interim order issued on Tuesday, Sebi accused the 2 entities (the corporate and the service provider banker) of gross misuse of investor funds, together with routing ₹2 crore to a person who used the funds to purchase shares of Synoptics on the itemizing day, thus creating synthetic demand.
“It may be clearly concluded that funds transfers weren’t made to entities with whom STL had entered into agreements,” Sebi stated in its 6 Might order.
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“The reason concerning deploying funds in direction of the objects of the problem furnished by the Firm turns into untenable. The Firm misrepresented all info to Sebi,” the order by Entire Time Member Ashwani Bhatia stated.
In a first-of-its-kind enforcement motion, Sebi additionally barred the service provider banker, First Abroad Capital Ltd (FOCL), from taking up any new IPO assignments.
“The actions of FOCL in giving directions for the transfers… are stunning and gorgeous on the identical time,” Sebi’s order stated.
“FOCL, having acted in full derogation of its function as a service provider banker, can’t be permitted to undertake any contemporary public subject assignments, as its continued presence out there poses a critical danger to buyers and the orderly functioning of the capital markets.”
Synoptics raised ₹54.04 crore by way of a fixed-price SME IPO in July 2023 on NSE Emerge, claiming it might use ₹34.58 crore of the contemporary subject proceeds for working capital, strategic investments, and common company functions.
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However on 12 July, a day earlier than itemizing, ₹19 crore — greater than half of the contemporary subject proceeds — was withdrawn from the IPO escrow account. This switch violated the escrow settlement, which clearly barred fund withdrawals earlier than itemizing and buying and selling approvals.
The cash was moved on the instruction of FOCL, which claimed it was for “issue-related bills,” regardless of Synoptics having disclosed simply ₹80 lakh as such bills in its prospectus.
Sebi’s investigation revealed that the funds had been despatched to 3 entities — ABS Tech Providers, CN IT Options, and Dev Options — which didn’t exist at their acknowledged addresses.
The financial institution accounts receiving the funds weren’t within the names of those entities, however within the names of unrelated shell firms like Sachiel Exim, Dev Buying and selling, and Transpaacific Transport and Sources Ltd.
All three agreements had been unregistered, practically equivalent, and structured as refundable deposits somewhat than strategic investments or working capital advances, Sebi discovered.
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The investigation additional revealed that Dev Buying and selling, which acquired ₹6 crore, transferred ₹2 crore to a person named Nikhil Rajesh Singh. The subsequent day — 13 July, 2023, the day of itemizing — Singh purchased 1.6 lakh shares of Synoptics, price ₹3.82 crore, on the itemizing value of ₹238 per share.
“It’s obvious that part of IPO proceeds was transferred to Dev Buying and selling which transferred funds to Nikhil Rajesh Singh, who in flip used the funds for purchasing shares of STL,” Sebi noticed.
In its interim order, Sebi barred Synoptics Applied sciences and its three promoters (Jatin Shah, Jagmohan Shah, and Janvi Shah) from collaborating within the securities market till additional orders.
Moreover, it additionally barred FOCL from taking over any new service provider banking assignments, after discovering that the banker acted in live performance with the corporate to siphon off substantial portion of the problem proceeds.
Sebi additionally directed issuers of ongoing IPOs being dealt with by FOCL to nominate an unbiased Monitoring Company, even when the problem dimension is under the same old ₹100 crore threshold.
The interim order additionally indicated Sebi’s intention to widen its probe into the 20 SME IPOs which FOCL managed between Might 2022 and April 2025.
“Sebi shall look at the utilization of funds raised in all these points to determine whether or not an analogous modus operandi was adopted in any of the opposite points managed by FOCL throughout this era”, Bhatia stated within the order.
The corporate, its promoters, and FOCL have 21 days to reply, after which Sebi could move remaining instructions.