sebi:WTM/KMA/CFD/316/11/2010
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Provisions invoked
- s. 19
- s. 81
- s. 55A
- s. 11C
- s. 67
- s. 67(3)
- s. 73(2)
- s. 60
- s. 56
- s. 60B
- s. 60B(1)
- s. 73
- s. 269S
- s. 2(36)
- s. 269T
- s. 55
- s. 73(4)
- s. 60B(3)
- s. 60B(9)
- s. 55A(1)
Regulations
- Reg. 4(2)
- Reg. 107
- Reg. 3
- Reg. 6
- Reg. 4
- Reg. 26(4)
Parties
- SIRECL
- Sahara Housing Investment Corporation Limited (SHICL)
Holding
Prima facie, the OFCD offers by SIRECL and SHICL were offers to the public to fifty persons or more and therefore listing on a recognised stock exchange was mandatory before the offer, bringing the issues within SEBI's administration under Section 55A of the Companies Act, 1956.
Full text
Page 2 of 34 by SEBI through the National Housing Bank, vide letter dated January 4, 2010. In order to further examine the said complaints, SEBI had sought information from Enam Securities Private Limited (co-ordinating lead manager) inter alia with respect to the details of the issue of SIRECL. The said lead manager was further advised to inform as to whether such issue was in compliance with the Companies Act, 1956, the rules made thereunder and the applicable rules, regulation and guidelines issued by the Reserve Bank of India, Ministry of Corporate Affairs and National Housing Bank. Copies of the complaints received from „Professional Group for Investor Protection‟ and Mr. Roshan Lal were also forwarded by SEBI to Enam Securities Private Limited. In reply, the lead managers mentioned above, vide a joint letter dated January 29, 2010 inter alia submitted that SIRECL and Sahara Housing Investment Corporation Limited (hereinafter referred to as SHICL) have issued Optionally Fully Convertible Debentures (hereinafter referred to as OFCDs). Further, they also stated, on the basis of the legal opinions received that, the issuance of OFCDs by the aforesaid companies is in compliance with all applicable laws including the guidelines issued by the Ministry of Corporate Affairs (hereinafter referred to as MCA). The said lead managers also annexed a copy of their letter dated January 29, 2010 addressed to Mr. Roshan Lal wherein it was inter alia stated that SIRECL and SHICL are not r
Page 3 of 34 the annexures to the said letter, it was noticed that the OFCDs/Bonds had varying face values (from `5,000 to `24,000) and maturity periods (varying from 48 to 180 Months), redemption values and conversion options. The lead managers also forwarded the copy of the legal opinions received in the subject matter, which inter alia stated the following:
Page 4 of 34 2. Thereafter, SEBI, vide letter dated April 22, 2010, required Enam Securities Private Limited to furnish the following details regarding the OFCDs issued by SIRECL and SHICL (hereinafter SIRECL and SHICL are together referred to as the companies and individually by their respective names):
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Source: SecMarx — sebi:WTM/KMA/CFD/316/11/2010. 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.