sebi:WTM/MPB/EFD-1-DRA-III/57/2019
Facts / Headnote
Directions issued under section 19 of SEBI Act read with sections 11(1), 11(4), 11A, 11B of SEBI Act and ICDR Regulations: TRML and its directors directed to refund monies collected through the impugned equity share issue with interest at 15% per annum; restrained from mobilizing funds, issuing offer documents, disposing of assets, diverting funds, and accessing the securities market; directed to co-operate and furnish asset inventories. Effect and implementation of most directions (except paragraphs 77.3, 77.4, 77.10 to 77.16) made subject to the directions of the Hon'ble High Court at Calcutta dated August 30, 2017. Copy forwarded to Ministry of Corporate Affairs/RoC, Hon'ble Justice (Retd) S. P. Talukdar Committee, and Local Police/State Government.
Provisions invoked
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 257
- s. 67(3)
- s. 67
- s. 260
- s. 255
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 67(2)
- s. 56(4)
Regulations relied on
- SEBI (DIP) Guidelines, 2000
- SEBI (ICDR) Regulations, 2009
Holding
TRML's offer and allotment of equity shares to 8,424 investors raising Rs. 7,74,10,000 during FY 2003-04, 2004-05 and 2008-09 constituted a deemed public issue under the first proviso to section 67(3) of the Companies Act, 1956, in contravention of sections 56(1), 56(3), 2(36) read with 60, 73(1), 73(2), 73(3) of the Companies Act, 1956 and the DIP Guidelines/ICDR Regulations. TRML and specified directors were directed to refund the monies collected with interest at 15% per annum and subjected to market access and fund mobilization restrictions.
Full text
Order in the matter of M/s Togo Retail Marketing Limited (Earlier Known as "M/s Multi – Ex Marketing & Communications Limited")
Order in the matter of M/s Togo Retail Marketing Limited (Earlier Known as "M/s Multi – Ex Marketing & Communications Limited")
Order in the matter of M/s Togo Retail Marketing Limited (Earlier Known as "M/s Multi – Ex Marketing & Communications Limited")
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-III/57/2019. 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.