sebi:WTM/SR/NRO/LKO/84/04/2015
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Facts / Headnote
Interim directions issued restraining NPSL and its Directors from mobilizing fresh funds, accessing the securities market, disposing of assets, and diverting funds; show cause notice issued as to why further directions/prohibitions should not be imposed.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 56(3)
Parties
- Nixcil Pharmaceuticals Specialities Limited (now known as Heivero Pharmaceuticals Limited)
- Arvind Tiwari
- Pashupati Nath Dixit
- Rajesh Kumar Sharma
- Ramendra Prasad Sharma
Holding
NPSL prima facie violated Sections 56, 60 read with 2(36), and 73 of the Companies Act, 1956 by mobilizing funds from the public through an Offer of Redeemable Cumulative Preference Shares to 151,627 investors without complying with public issue requirements including listing. SEBI issued interim directions restraining NPSL and its Directors from further fund mobilization and issued a show cause notice.
Full text
Page 2 of 17 a. Details regarding filing of Prospectus/Red Herring Prospectus with Registrar of Companies ("RoC"); b. Date of opening and closing of the subscription list; c. The details of opening and closing of the issue, quantum of funds raised and proposed to be raised; d. List of agents with addresses who have been appointed by the company; e. Details regarding the number of application forms circulated inviting subscription; f. Details regarding the number of applications received and number of allottees; g. The number of allottees and the list of allottees along with their names, addresses, number of preference shares issued, folio number, certificate number, distinctive number and amount collected from each allottee since incorporation till date; h. Details regarding subscription amount raised; i. Date of allotment of the preference shares; j. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for issue and allotment of preference shares; k. Date of dispatch of preference shares certificates etc.; l. Copies of application forms, RHP, pamphlets, advertisements and other promotional material circulated for issuance of preference shares; m. Terms and conditions of the issue of preference shares; ix. Other information in connection with the matter.
Page 3 of 17 As NPSL did not submit any information about issuance of preference shares, SEBI vide letter dated May 08, 2014 inter alia advised NPSL to submit the following information:
Page 4 of 17 2.6 SEBI vide letter dated August 07, 2014 once again asked NPSL for the information earlier sought vide letter dated May 08, 2014. SEBI also advised NPSL inter alia to submit copies of Annual Return for FY 2011-12 and 2012-13, Balance Sheet along with P&L account for FY 2011-12 and 2012-13, etc. It is noted from the information available at the website of India Post, the aforesaid SEBI letters were delivered to NPSL and also to the Directors. However, despite receiving these letters, no information has been received by SEBI till date from NPSL and its Directors.
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Source: SecMarx — sebi:WTM/SR/NRO/LKO/84/04/2015. 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.