sebi:WTM/SR/NRO/108/12/2014
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Facts / Headnote
Prima facie violation found; interim directions issued restraining ACL from mobilizing fresh funds, restraining ACL and past and present directors from issuing prospectus/offer document/advertisement and from accessing/dealing in securities market, requiring full inventory of assets, restraining disposal/alienation of assets and diversion of funds, and requiring information within 21 days, effective immediately until further orders.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 45
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 465
- s. 67(1)
- s. 67(2)
- s. 45I
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 465(2)
Regulations
- Reg. 111
- Reg. 111(1)
- Reg. 111(2)
Parties
- ACL (formerly Toubro Holdings Limited)
- Shri Mansoor Ahmed
- Shri Hariharan Veeraraghavan
- Shri Harjit Singh
- Smt. Harpreet Kaur
- Shri Sandeep Sethi
- Shri Brij Mohan Mahajan
- Shri Sunil Kanti Kar
- Shri Virendra Singh
- Shri Kanwar Deep Singh
- Shri Ravinder Singh
- Shri R. P. Chhabra
Holding
Prima facie, ACL's Offer of Redeemable Preference Shares - 101673330 shares in FYs 2003-04 to 2005-06 and 63539100 shares to 28164 investors in FY 2006-07 - was a public issue under Section 67(3) of the Companies Act, 1956 and violated Sections 56, 60 and 73 thereof read with DIP Guidelines/ICDR Regulations. Interim restraints on further fund mobilization, securities market access, asset disposal and diversion were imposed pending further orders.
Full text
Page 2 of 21 v. Name, addresses, occupation and PAN of all the Promoters/Directors of the company since incorporation; vi. Statement of mobilization of funds through issue of preference shares duly certified by the Statutory Auditors of the company; vii. Names and details of key managerial personnel of the company; viii. Information in respect of every series of preference shares issued by the company since its inception, viz. – a. Details regarding filing of Prospectus/Red Herring Prospectus with ROC; b. Copies of application forms, RHP, pamphlets, advertisements and other promotional material circulated for issuance of preference shares; c. Terms and conditions of the issue of preference shares; d. Date of opening and closing of the subscription list; e. Details regarding the number of applications received; f. Details regarding the number of allottees; g. The list of allottees and no. of preference shares allotted and value of such allotment against each allottee's name; h. Details regarding subscription amount raised; i. Date of allotment of preference shares; j. Copies of the Board Resolutions and the minutes of such board meetings authorising issue of preference shares; k. Date of dispatch of preference share Certificates, etc.
Page 3 of 21 2.3 Vide letter dated October 14, 2013, ACL, while seeking an extension of four weeks to submit the information sought vide SEBI letter dated October 1, 2014, submitted that it was a registered Non – Banking Financial Company ("NBFC"). Thereafter, a letter dated October 21, 2013, was issued by SEBI, to ACL, advising it to provide the information sought through the aforementioned letter dated October 1, 2013, by October 31, 2013. However, vide letter dated October 28, 2013, ACL sought time till November 12, 2013, to submit the requisite information.
Page 4 of 21 2.7 ACL vide letter dated March 3, 2014, submitted the following information: a. Copy of certificate of registration issued by RBI for ACL to function as a non- deposit taking NBFC; b. Sample Copy of application form and pamphlet form; c. Copies of the Board Resolutions authorising issue of preference shares; d. Form 23 filed with ROC pertaining to the registration of resolution(s) regarding the issuance of preference shares.
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Source: SecMarx — sebi:WTM/SR/NRO/108/12/2014. 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.