sebi:WTM/SR/ERO/10/01/2015
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Facts / Headnote
Interim directions issued restraining MMML and its directors from mobilizing funds, accessing the securities market, and disposing of assets; Debenture Trustee restrained from acting as such; noticees directed to furnish information and asset inventories within 21 days.
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 30
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 117C
- s. 56(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- MMML
- Shri Manish Roy
- Shri Anil Pandey
- Shri Barun Biswas
- Shri Sandeep Kumar
- Shri Kabir Roy
- Smt. Susmita Roychoudhury
- Shri Prabir Sengupta
- Shri Tufan Kumar Pramanik
- Shri Dinesh Chandra Ghosh
Holding
MMML's Offer of Secured Redeemable Debentures to 133 investors constitutes a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and MMML prima facie violated the Companies Act, 1956 and the Debt Securities Regulations by not complying with listing, prospectus registration, and other requirements. Interim directions were issued restraining MMML, its directors, and its debenture trustee.
Full text
Page 2 of 13 c. Details regarding the number of application forms circulated inviting subscription; d. Details regarding the number of applications received; e. Details regarding the number of allottees and list of such allottees, etc.; f. Number of shares/debentures allotted and value of such allotment against each allottee's name. g. Details regarding subscription amount raised; h. Date of allotment of shares/debentures; i. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; j. Date of dispatch of shares/debentures Certificates; k. Details of the total number of applicants for each of MMML's scheme besides the list of final allottee; l. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of shares/debentures; m. Terms and conditions of the issue of shares/debentures; n. Details of application for listing, if any, filed with stock exchanges; o. Copy of Form 2 and Form 10 filed with ROC; p. Details of Debenture Trustee.
Page 3 of 13 i. MMML was incorporated on June 30, 2008, with the ROC, Kolkata, West Bengal with CIN No. as U85100WB2008PLC126961. MMML has its Registered Office at FB–32, Deshbandhu Nagar, Baguiati, Kolkata–700059, West Bengal, India.
Page 4 of 13 "We, therefore, hold that, so far as the provisions enumerated in the opening portion of Section 55A of the Companies Act, so far as they relate to issue and transfer of securities and non-payment of dividend is concerned, SEBI has the power to administer in the case of listed public companies and in the case of those public companies which intend to get their securities listed on a recognized stock exchange in India."
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Source: SecMarx — sebi:WTM/SR/ERO/10/01/2015. 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.