sebi:Order/BM/DS/2024-25/30285

SEBI · SEBI · 2024-02-01 · Barnali Mukherjee, Adjudicating Officer

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Facts / Headnote

Penalty imposed on the Noticee for violations of NCS Regulations, 2021 and Merchant Bankers Regulations, 1992

Provisions invoked

• s. 15
• s. 15H
• s. 15J
• s. 28A

Regulations

• Reg. 13
• Reg. 5
• Reg. 20(1)
• Reg. 28(3)
• Reg. 5(1)(f)

Parties

• Tipsons Consultancy Services Private Limited

Holding

The Noticee violated Regulation 28(3) of NCS Regulations, 2021 and Regulation 13 read with Clause 3 and 4 of Schedule III of Merchant Bankers Regulations, 1992 by conducting due diligence after filing the draft offer document, and violated Regulation 20(1) of Merchant Bankers Regulations, 1992 by conducting due diligence prior to its appointment as merchant banker. A penalty of ₹3,00,000 was imposed under Section 15HB of the SEBI Act, 1992.

Full text

Adjudication Order in the matter of Tipsons Consultancy Services Private Limited Page 2 of 15 of NCS Regulations, 2021 and Regulation 20(1) and Regulation 13 read with Clause 3 and 4 of Schedule III of Merchant Bankers Regulations, 1992.

Adjudication Order in the matter of Tipsons Consultancy Services Private Limited Page 3 of 15 5.2. Based on the findings of inspection and reply to the communication of findings vide email dated December 19, 2023 received from the Noticee, following was alleged. 5.2.1. Due diligence was conducted prior to appointment as merchant banker. 5.2.2. Delay in conducting due diligence. 5.2.3. Inadequate due diligence conducted with respect to fines levied by the stock exchanges.

Adjudication Order in the matter of Tipsons Consultancy Services Private Limited Page 4 of 15 5.5. Delay in conducting due diligence. - It was observed that the draft offer document for U Gro Capital Limited – NCD Issue, September 2022 was filed on August 12, 2022. However, the screenshots of watch out investors submitted by the Noticee vide email dated December 19, 2023 with respect to the aforesaid NCD issue are dated August 16, 2022, August 17, 2022 and August 19, 2022, i.e. after the filing of the draft offer document with the stock exchanges. Therefore, it was alleged that Noticee has violated the provisions of Regulation 28(3) of NCS Regulations, 2021 and Regulation 13 read with Clause 3 and 4 of Schedule III of Merchant Bankers Regulations, 1992.

Source: SecMarx — sebi:Order/BM/DS/2024-25/30285. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.