sebi:WTM/MPB/EFD-1-DRA-IV/18/2018
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Facts / Headnote
Directions issued against CAICO, its past and present directors, and its debenture trustee vide interim order dated August 9, 2017 revoked; matter referred to Ministry of Corporate Affairs
Provisions invoked
- s. 11
- s. 24
- s. 19
- s. 12(1)
- s. 67(3)
- s. 67
- s. 127
- s. 397
- s. 26
- s. 67(1)
- s. 62(1)
- s. 458
- s. 42
- s. 67(2)
- s. 71
- s. 40
- s. 62
- s. 42(4)
- s. 42(1)
- s. 62(3)
Regulations
- Reg. 7
Holding
CAICO's issuance of Fully Convertible Debentures (FCDs) to its existing shareholders was not a 'public issue', and therefore CAICO did not violate Section 40 of the Companies Act, 2013 or the ICDR Regulations. The appointment of Mr. Joseph Chiramel as debenture trustee did not violate Section 12(1) of the SEBI Act or Regulation 7 of the Debenture Trustees Regulations because SEBI lacked jurisdiction over the unlisted company's non-public issue.
Full text
Order in the matter of The Canning Industries Cochin Limited Page 2 of 22 10. Mr. Ovungal Pyloth Rappai ACKPR9190A 00870144 11. Mr. Joseph Chiramel (Debenture Trustee) AQXPJ4232C Not applicable
Order in the matter of The Canning Industries Cochin Limited Page 3 of 22 provisions of the SEBI Act, 1992, the Companies Act, 1956, and the ICDR Regulations, SEBI passed an interim order dated August 9, 2017 (hereinafter referred to as “interim
Order in the matter of The Canning Industries Cochin Limited Page 4 of 22 9. In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated August 9, 2017 with immediate effect. i. “CAICO shall forthwith cease to mobilize fresh funds from investors through the Offer of FCDs or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions;
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/18/2018. 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.