sebi:Order/MC/RM/2021-22/15075-15079
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Facts / Headnote
Violations established against the company/directors for deemed public issue of NCDs and ILDS violations and against Ms. Santu Kumari for acting as unregistered debenture trustee; monetary penalty imposed including Rs.50,000 on Noticee-5.
Provisions invoked
- s. 15
- s. 370
- s. 12
- s. 15H
- s. 22
- s. 15I
- s. 15J
- s. 4A
- s. 58
- s. 67(3)
- s. 71
- s. 40
Regulations
- Reg. 7
- Reg. 4
Parties
- Moral Devcon Ltd.
- Kumar Sharma
- Mr. Gyaneshwar Sharma
- Ms. Santu Kumari
Holding
Moral Devcon Ltd. and its directors made a deemed public issue of secured redeemable non-convertible debentures to more than 50 persons without prospectus, listing and ILDS compliance, and Moral Debenture Trust through Ms. Santu Kumari acted as an unregistered debenture trustee; penalties were imposed for the violations.
Full text
Adjudication Order in the matter of Moral Devcon Ltd. Page 2 of 36 Kumar Sharma (“Noticee-3”), Mr. Gyaneshwar Sharma (“Noticee-4”), for the alleged violations of Sections 56, 60, 73 read with Sections 67 and 2(36) and Sections 117 A, 117 B and 117 C of the Companies Act, 1956 (hereinafter referred to as “Companies Act”) and Regulations 4,5,6,7,8,9,14,15,16,17,19, & 26 of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as “ILDS Regulations”) and against Ms. Santu Kumari (“Noticee-5”), for the alleged violations of Regulation 7 of SEBI (Debenture Trustees) Regulations, 1993 (hereinafter referred to as “Debenture Trustees Regulations”) read with Section 12 of the SEBI Act.
Adjudication Order in the matter of Moral Devcon Ltd. Page 3 of 36 6. As per the Extracts of the Board Meeting held on June 17, 2011, a resolution was passed to issue Secured Redeemable Non-Convertible Debentures of Rs.100/- each upto a limit of Rs. 50 Crores along with creation of charge on all the movable and immovable properties of the company. Further, an EGM was convened on June 20, 2011 and shareholders' approval sought for the aforesaid issuance of Secured Redeemable Non-Convertible Debentures and creation of charge.
Adjudication Order in the matter of Moral Devcon Ltd. Page 4 of 36 PLAN 1- MULTIPLIER SECURED NON·CONVERTIBLE REDEEMABLE DEBENTURE Plan Moral Ambition Passion Strength Excellence Issue price minimum 10 debenture@ (Rs.100*10) per debenture 1000 1000 1000 1000
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Source: SecMarx — sebi:Order/MC/RM/2021-22/15075-15079. 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.