sebi:WTM/PS/90/ERO-PLO/NOV/2015
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Facts / Headnote
Ex-parte interim directions issued restraining the companies and their promoters/directors from mobilizing funds, issuing offer documents, accessing the securities market, and diverting assets; show cause notice issued requiring replies within 21 days.
Provisions invoked
- s. 11
- s. 24
- s. 19
- s. 55A
- s. 73
- s. 4A
- s. 58A
- s. 67(3)
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 27(2)
- s. 60B(9)
- s. 33(1)
- s. 40
- s. 73(3)
- s. 2(12)
- s. 621
- s. 2(70)
Regulations
- Reg. 107
- Reg. 111
Holding
SEBI held that the 'Sun Bonds' (optionally convertible debentures) issued by Helios Corporation and Helios Chemicals constituted a public issue of securities, and that the companies and their promoters/directors had contravened the Companies Act, 1956 and the DIP Guidelines. Ex-parte interim directions were issued restraining further fund mobilization, market access, and asset disposal, with a show cause notice to the noticees.
Full text
Page 2 of 18 04 of 2000) against Helios Corporation before the Hon’ble High Court of Judicature at Patna which appears to be pending.
Page 3 of 18 l. Copies of the application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/ debentures. m. Terms and conditions of the issue of shares/ debentures.
Page 4 of 18 6. In the meantime, SEBI vide its letter dated October 02, 2014, issued one more reminder letter to the directors of Helios Chemicals for replying to the SEBI letter. In reply, Helios Chemicals vide its letter dated October 25, 2014 submitted that it is a closely held industrial company and hold equity shares and bonds from friends, relatives, associates and from companies of group and provided fresh address for communication. Further, it is not collecting any funds from general public after the financial year 2005-2006 and is only making payment to the bond holders on maturity/ on surrender. It was also submitted that the registered office of Helios Chemicals is also under lock and key of the Official Liquidator due to liquidation of the group company namely Helios Finance and Investment Limited before the Hon’ble High Court of Judicature at Patna. Helios Chemicals along with its letter submitted certain documents i.e. copy of Memorandum and Articles of Association, copy of last audited balance sheets for the years 2011-12, 2012-13 and 2013-14; list of promoters and directors along with addresses and details of key management personnel. As the information provided was not complete, SEBI vide its letter dated November 07, 2014 advised Helios Chemicals to submit the complete information and documents as asked vide SEBI letter dated February 07, 2014, as well as the details of its bond holders. Helios Chemicals vide its letter dated November 25, 2014, sought 30 day
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Source: SecMarx — sebi:WTM/PS/90/ERO-PLO/NOV/2015. 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.