sebi:ORDER/SBM/ASR/2022-23/17331-17336
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Provisions invoked
- s. 11
- s. 15A
- s. 15
- s. 11(1)
- s. 12A
- s. 12
- s. 62
- s. 15H
- s. 55A
- s. 73
- s. 15J
- s. 11C
- s. 28A
- s. 67(3)
- s. 67
- s. 117B
- s. 73(2)
- s. 55A(1)
- s. 73(1)
- s. 60
Regulations
- Reg. 4
- Reg. 11
- Reg. 3
- Reg. 9
- Reg. 5
- Reg. 3(a)
- Reg. 34
- Reg. 4(2)
- Reg. 26(4)
Holding
The excerpts do not contain a final disposition; they record allegations of non-compliance with DIP Guidelines, ICDR Regulations, PFUTP Regulations, Companies Act provisions, and non-submission of information sought by SEBI, and the Noticees' preliminary objections (pendency of Supreme Court proceedings, double jeopardy, non-compliance with Rule 4(3)/(4) of the Adjudication Rules) to the maintainability of the adjudication proceedings.
Full text
Page 2 of 95 Sahara Prime City Limited (hereinafter referred to as ‘SPCL’) observed that two other companies forming part of the ‘Sahara Group’ namely, Sahara India Real Estate Corporation Limited, now known as Sahara Commodity Services Corporation Limited (hereinafter referred to as ‘SIRECL’ / ‘Noticee no. 1’) and Sahara Housing Investment Corporation Limited (hereinafter referred to as ‘SHICL’/ ‘Noticee no. 2’) had issued Optionally Fully Convertible Debentures (hereinafter referred to as ‘OFCDs’) during the period 2008 and 2009 which were allegedly in contravention of the provisions of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’), the erstwhile SEBI (Disclosure and Investor Protection) Guidelines, 2000 (hereinafter referred to as ‘DIP Guidelines’), SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as ‘ICDR Regulations’), SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred to as ‘PFUTP Regulations’) and also certain delegated provisions of the Companies Act, 1956 (hereinafter referred to as ‘Companies Act’).
Page 3 of 95 preference shares shall be exercised by the Central Government, Tribunal or the Registrar of Companies, as the case may be “
Page 4 of 95 d. Details regarding number of applications and subscription amount received for OFCDs; e. Date of opening and closing of the subscription list for the said OFCDs; f. Number and list of allotees for the said OFCDs and the number of OFCDs allotted and value of such allotment against each allotee‟s name; g. Date of allotment of OFCDs; h. Copies of the minutes of Board/committee meeting in which the resolution has been passed for allotment; i. Copy of Form 2 (along with annexures) filed with ROC, if any, regarding issuance of OFCDs or equity shares arising out of conversion of such OFCDs j. Copies of the Annual Reports filed with Registrar of Companies for the immediately preceding two financial years k. Date of dispatch of debenture certificate etc.
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