sebi:WTM/SR/ERO/BLO/60/03/2015

SEBI · SEBI · 2014-08-13 · S. Raman, Whole Time Member

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Facts / Headnote

Interim prohibitory directions issued against RVIL and its Directors/Promoters; show cause notice issued as to why further directions including refund of money collected through the Offer of RPS should not be imposed.

Provisions invoked

Parties

Holding

RVIL prima facie violated Sections 56, 60 read with 2(36), and 73 of the Companies Act, 1956 by mobilizing funds through an offer of Redeemable Preference Shares to 11,832 investors (way beyond 49 persons), which constitutes a public issue requiring listing and prospectus registration. Interim prohibitory directions were issued against RVIL and its Directors/Promoters pending further proceedings.

Full text

Page 2 of 13 c. Details regarding the number of application forms circulated inviting subscription for debentures/preference shares. d. Details regarding the number of applications received. e. Details regarding the number of allotees and list of such allottees. f. Number of debentures/preference shares allotted and value of such allotment against each allottee’s name. g. Details regarding subscription amount raised. h. Date of allotment of the debentures/preference shares. i. Copies of the minutes of Board meeting in which the resolution has been passed for allotment. j. Date of dispatch of debentures/preference shares certificates, etc. k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of debentures/preference shares. l. Terms and conditions of the issue of debentures/preference shares.

Page 3 of 13 5. SEBI vide letter dated June 12, 2014 also requested RoC, Cuttak to provide information and documents in respect of issuance of preference shares issued by RVIL. RoC, Cuttak vide letter dated August 25, 2014 provided inter alia copy of Memorandum & Articles of Association of the company, copies of Form 2, copy of Form 23 AC along with Balance Sheet and Profit and Loss account as on March 31, 2011 filed by the company with RoC.

Page 4 of 13 The details of RPS allotted by RVIL are as follows: Financial Year Date of Allotment Number of Allottees Number of RPS allotted Amount raised (in Rs.) 2010-11 30-Nov-2010 136 399350 3993500

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Source: SecMarx — sebi:WTM/SR/ERO/BLO/60/03/2015. 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.