Settlements

RANBIR SINGH DHALIWAL [Sec. 161 & Settlement Agrmnt]

BCSECCOM #:
2001 BCSECCOM 200, 2001 BCSECCOM 201
Document Type:
Sec. 161 & Settlement Agrmnt
Published Date:
2001-02-15
Effective Date:
2001-02-12
Details:


2001 BCSECCOM 200


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF RANBIR SINGH DHALIWAL
Order Under Section 161

[para 1]
1. WHEREAS a Settlement Agreement was executed between Ranbir Singh Dhaliwal (“Dhaliwal”) and the Executive Director, a copy of which is attached as Schedule “A”.

[para 2]
2. NOW THEREFORE the Executive Director, considering that it would not be prejudicial to the public interest to do so, orders, BY CONSENT, that:
2.1 pursuant to section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Dhaliwal acting directly, or indirectly through another person, company, or trust acting on his behalf, for six years after the date of this order;

2.1.1 except that Dhaliwal may trade in securities through one RRSP account, and one non-RRSP account, in his own name with one named broker or dealer. Dhaliwal undertakes to keep the Executive Director advised at all times of the location of the accounts and to instruct such named broker or dealer to provide the Director of Enforcement with monthly statements of the transactions made in the accounts;

2.2 pursuant to section 161(1)(d) of the Act Dhaliwal resign any position he holds as a director or officer of any issuer and be prohibited from becoming or acting as a director or officer of any issuer, or of any issuer that provides management, consulting or administrative services for any other issuer, until the later of:

2.2.1 the date he successfully completes a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers; and

2.2.2 six years from the date of this order;

2.2.2.1 except that Dhaliwal may be a director or officer of a personal holding company in which he and his spouse are the sole shareholders. Dhaliwal undertakes to keep the Executive Director advised at all times of any such personal holding corporations; and

2.3 pursuant to section 161(1)(d) of the Act Dhaliwal be prohibited from engaging in any investor relations activities for six years after the date of this order.

[para 3]
DATED at Vancouver, British Columbia, on February 12, 2001.




Steve Wilson
Executive Director



2001 BCSECCOM 201


SCHEDULE “A”

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF RANBIR SINGH DHALIWAL
Settlement Agreement
[para 1]
1. The following settlement agreement has been reached between Ranbir Singh Dhaliwal ("Dhaliwal") and the Executive Director.

Agreed Statement of Facts

[para 2]
2. As the basis for the undertakings and orders referred to in paragraphs 3, 4, and 5 of this settlement, Dhaliwal acknowledges the following facts as correct:

2.1 Dhaliwal was a resident of British Columbia, at all material times.

2.2 Dhaliwal became a registered representative in August, 1989. From August, 1991 to October, 1996, Dhaliwal was employed as a registered representative by Brink, Hudson & Lefever Ltd. ("Brink").

2.3 On October 29, 1996, the Executive Committee of the Vancouver Stock Exchange (the "VSE") issued an interim order suspending Dhaliwal's status as a registered representative, and as an approved person.

2.4 On January 8, 1997, Dhaliwal and the VSE entered into a Settlement Agreement, wherein Dhaliwal admitted, amongst other things, that he committed the infractions set out in the Citation attached to the Settlement Agreement and marked as Schedule "B" thereto (collectively the "VSE Settlement Agreement") as follows:

2.4.1 contrary to VSE Rule F.1.03, or VSE Rule F.1.04, or VSE By-Law 5.01(2), between December 1, 1993 and April 30, 1994, Dhaliwal accepted orders from Rubenstein for the trading of securities in a Brink account in the name of Bearmoon Entertainment Inc., knowing that the account was the nominee account of Rubenstein;
    2.4.2 contrary to VSE Rule F.1.03, or VSE Rule F.1.04, or VSE By-Law 5.01(2), between June 1, 1994 and May 31, 1995, Dhaliwal accepted orders from Rubenstein for the trading of securities in a Brink Canadian dollar, cash account, in the name of Robert Patterson, knowing that the account was the nominee account of Rubenstein;

    2.4.3 contrary to VSE Rule F.1.03, or VSE Rule F.1.04, or VSE By-Law 5.01(2), between August 1, 1994 and October 31, 1995, Dhaliwal accepted orders from Rubenstein for the trading of securities in a Brink United States (U.S.) dollar, cash account, in the name of Robert Patterson, knowing that the account was the nominee account of Rubenstein;

    2.4.4 contrary to VSE Rule F.2.22(2)(a) or VSE By-Law 5.01(2), between December 1, 1993 and February 29, 1996, Dhaliwal handled discretionary orders and exercised discretion in the handling of a Brink account in the name of Sea to Sky Wholesale Supplies Ltd.;
    2.4.5 contrary to VSE Rule F.1.02(2) or VSE By-Law 5.01(2), between August 1, 1991 and April 30, 1996, Dhaliwal accepted orders from a third party for 16 Brink accounts without having on file trading authorities signed by the clients empowering the third party to enter orders on the accounts; and

    2.4.6 in the alternative to the infraction described in paragraph 2.4.6, above, Dhaliwal, in respect of one of the 16 Brink accounts noted in that paragraph, between August 1, 1991 and April 30, 1996, handled discretionary orders and exercised discretion in the handling of the account, contrary to VSE Rule F.2.22(2)(a) or VSE By-Law 5.01(2).

    2.5 In the VSE Settlement Agreement Dhaliwal agreed to the following penalty:

    2.5.1 permanent withdrawal of Exchange Approval;

    2.5.2 payment of a fine in the amount of $100,000;

    2.5.3 payment in the amount of $125,000 reflecting inappropriate commissions; and

    2.5.4 payment in the amount of $45,000 reflecting costs to the VSE.

    2.6 Dhaliwal has paid $105 of the monetary penalties described in paragraph 2.5 to the VSE. Dhaliwal was assigned into Bankruptcy on October 2, 1997.

    2.7 Dhaliwal was discharged from Bankruptcy on April 27, 1999.

    2.8 Dhaliwal remains subject to a permanent withdrawal of Exchange approval.

    2.9 Dhaliwal knew or ought to have known that the documents maintained by him at Brink, with respect to the beneficial ownership of accounts in which he executed trades, were insufficient.

    2.10 Dhaliwal's improper trading in nominee accounts violated VSE Rules F.1.03 and F.1.04, VSE By-Law 5.01(2), andsection 14(2) of the Securities Rules, B.C. Reg. 194/97 (the "Rules"). Dhaliwal, a registered representative, did not deal fairly, honestly and in good faith with his clients, contrary to the public interest.

    2.11 Dhaliwal's improper third party trading violated VSE Rule F.1.02(2), VSE By-Law 5.01(2), and section 14(2) of the Rules. Dhaliwal, a registered representative, did not deal fairly, honestly and in good faith with his clients, contrary to the public interest.

    2.12 Dhaliwal's improper discretionary trading in his clients' accounts violated VSE Rule F.2.22.(2)(a) and VSE By-Law 5.01(2). Moreover, by executing discretionary trades in his clients' accounts Dhaliwal acted as a "portfolio manager", as defined in the SecuritiesAct, R.S.B.C. 1996, c.418 (the "Act"). A portfolio manager is a type of adviser for which Dhaliwal was not registered under the Act, and from which registration Dhaliwal is not exempt. Accordingly, Dhaliwal breached section 34(1)(c) of the Act.

    Undertaking
      [para 3]
      3. Dhaliwal undertakes:

      3.1 not to apply for registration under the Act for six years after the date of this order;

      3.2 to pay to the Commission the amount of $10,000, which reflects the costs to the Commission of this investigation, as follows:

      3.2.1 $3,500 within seven days of settlement;

      3.2.2 $3,500 within two months thereafter; and

      3.2.3 the balance of $3,000 to be paid a further two months after the payment at 3.2.2; and

      3.3 to provide the Commission with post-dated cheques reflecting the payments outlined at paragraph 3.2.2 and 3.2.3, at the time he makes the payment outlined at 3.2.1.

      Order

      [para 4]
      4. Dhaliwal consents to an order by the Executive Director (the “Order”) that:
      4.1 under section 161(1)(c) of the Act that any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Dhaliwal acting directly, or indirectly through another person, company, or trust acting on his behalf, for six years after the date of this order;

      4.1.1 except that Dhaliwal may trade in securities through one RRSP account, and one non-RRSP account, in his own name with one named broker or dealer. Dhaliwal undertakes to keep the Executive Director advised at all times of the location of the accounts and to instruct such named broker or dealer to provide the Director of Enforcement with monthly statements of the transactions made in the accounts;

      4.2 under section 161(1)(d) of the Act that Dhaliwal resign any position he holds as a director or officer of any issuer and be prohibited from becoming or acting as a director or officer of any issuer, or of any issuer that provides management, consulting or administrative services for any other issuer, until the later of:

      4.2.1 the date he successfully completes a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers; and

      4.2.2 six years from the date of this order;

      4.2.3 except that Dhaliwal may be a director or officer of a personal holding company in which he and his spouse are the sole shareholders. Dhaliwal undertakes to keep the Executive Director advised at all times of any such personal holding corporations; and

      4.3 under section 161(1)(d) of the Act that Dhaliwal be prohibited from engaging in any investor relations activities for six years after the date of this order.

      Waiver
        [para 5]
        5. Dhaliwal waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with, or incidental to this agreed statement of facts.


        [para 6]
        DATED at Vancouver, British Columbia, on February 12, 2001.


        “Ranbir Singh Dhaliwal”
        Ranbir Singh Dhaliwal

        “H.R. Anderson”
        Witness Signature
        H. Roderick Anderson
        Witness Name (please print)
        Suite 607 - 808 Nelson Street

        Vancouver, BC V6Z 2H2
        Address
        Barrister and Solicitor
        Occupation


        DATED at Vancouver, British Columbia, on February 12, 2001.






        Steve Wilson
        Executive Director