sebi:WTM/PS/08/IMD-DOF/MAY/2014
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Facts / Headnote
Show cause notice dated April 30, 2013 disposed of; directions issued for refund of monies with interest, market access restrictions, and compliance conditions
Provisions invoked
- s. 19
- s. 73
- s. 2(36)
- s. 60
- s. 56(1)
- s. 2(12)
- s. 67(3)
- s. 67
Regulations
- Reg. 7
- Reg. 4
- Reg. 28
Parties
- Idol India Infrastructures Limited
- Mr. Bapi Majumder
- Mr. Bappaditya Majumder
- Mr. Pintu Sarkar
- Mr. Kanchan Das
- Ms. Rumpa Sarkar
- Ms. Aindrilla Majumder
- Ms. Tapti Roy
Holding
The Company made a public issue of NCDs to 10,175 persons without complying with the Companies Act, ILDS Regulations, and Debenture Trustee Regulations, and directions were issued requiring refund of monies with 15% interest for delays, market access prohibitions for the Company, its promoters and directors, and other compliance conditions.
Full text
Page 2 of 8 impugned NCDs along with interest, and directions to prohibit the Company, its promoters and directors from accessing the capital market, should not be issued against them for the alleged violations.
Page 3 of 8 section 2(45AA) of the Companies Act read with section 2(h) of the Securities Contracts (Regulation) Act, 1956. In terms of the proviso to section 67(3), the provisions of sub-section (3) of section 67 shall not apply in a case where the offer or invitation to subscribe for shares or debentures is made to fifty persons or more. In view of the same, the Company, by making an offer or invitation to subscribe for the NCDs to more than 50 persons and allotting NCDs to 10,175 persons, has definitely made a public issue of such securities. In this regard, the following observation made by the Hon'ble Supreme Court of India in the matter of Sahara India Real Estate Corporation Limited & Others vs. SEBI and another (Civil Appeal Nos. 9813 and 9833 of 2011 ; decided on August 31, 2012) is worth noting :
Page 4 of 8 has contravened the provisions of regulations 4, 5, 6, 7, 8, 9, 12, 14, 15, 16, 17 and 26 of the ILDS Regulations.
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Source: SecMarx — sebi:WTM/PS/08/IMD-DOF/MAY/2014. 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.