sebi:WTM/AB/DDHS/15/2018-19
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Facts / Headnote
Prima facie held NCRPS mobilization was a deemed public issue in violation of Companies Act and NCRPS Regulations; restrained BSSAIL and directors from securities market and from disposing assets, directed joint and several refund with 15% p.a. interest within three months, imposed 4-year market bar, and issued show cause why final directions under Sections 11, 11(4), 11B SEBI Act should not be imposed.
Provisions invoked
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 56
- s. 73(2)
- s. 73(1)
- s. 73(3)
Regulations
- Reg. 13
- Reg. 4(2)(a)
- Reg. 16
- Reg. 22
- Reg. 201
- Reg. 107
- Reg. 4(2)(b)
- Reg. 6
- Reg. 5
- Reg. 4(5)
- Reg. 9
- Reg. 4(2)(d)
- Reg. 16B
- Reg. 4(2)(c)
Holding
BSSAIL prima facie made a public issue of NCRPS to thousands of investors in violation of Sections 67(3), 73(1)-(3) of Companies Act, 1956 and NCRPS Regulations. SEBI issued ad-interim restraints and joint-and-several refund with 15% interest while calling upon noticees to show cause against final directions.
Full text
Interim Order Cum SCN in the matter of Babanraoji Shinde Sugar & Allied Industries Limited Page 2 of 12 Redeemable Preference Shares (‘NCRPS’) by Babanraoji Shinde Sugar & Allied Industries Limited (hereinafter referred to as ‘BSSAIL’/’the company’), to ascertain if the company has issued NCPRS to the public in violation of the provisions of the Companies Act, 1956/Companies Act, 2013 and SEBI (Issue and Listing of Non- Convertible Redeemable Preference Shares) Regulations 2013 (‘NCRPS Regulations’) with respect to issuance of NCRPS.
Interim Order Cum SCN in the matter of Babanraoji Shinde Sugar & Allied Industries Limited Page 3 of 12 3. In the context of the details of the allotment of NCRPS mentioned in the aforesaid para, the issue for determination in the instant matter is whether the mobilization of funds by BSSAIL during the financial year 2013-14, was in accordance with the NCPRS Regulations and the provisions of The Companies Act, 1956 dealing with public issue of securities.
Interim Order Cum SCN in the matter of Babanraoji Shinde Sugar & Allied Industries Limited Page 4 of 12 Provided that nothing contained in this sub-section shall apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more:
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Source: SecMarx — sebi:WTM/AB/DDHS/15/2018-19. 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.