sebi:WTM/SR/SEBI-NRO:LLO/IMD/149/07/2015
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Facts / Headnote
Interim directions issued restraining TRML and its directors from mobilizing funds, issuing offer documents, accessing the securities market, and disposing of assets; show cause notice issued
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)
Holding
TRML 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 10,759 investors without complying with prospectus registration and listing requirements. SEBI issued interim directions restraining TRML and its directors from further fund mobilization, issuing offer documents, accessing the securities market, and disposing of assets pending investigation.
Full text
Page 2 of 16 i. Certified copies of the Memorandum and Articles of Association of the company; ii. Audited Balance Sheet and Profit & Loss Account of the company for the last 3 years; iii. Names, addresses and occupation of all the promoters/directors of the company; iv. Statement of mobilization of funds through issue of preference shares duly certified by the Statutory Auditors of the company. v. Names and details of the Key Managerial Personnel of the company vi. Copies of Annual Report and Annual Return filed with ROC since incorporation. vii. Copies of Tax Returns filed with the Income Tax authorities since incorporation. viii. Other information in respect of each and every series of preference shares issued by the company, viz.- a. Details regarding filing of Prospectus/Red Herring Prospectus with 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 name, address, number of redeemable preference shares issued, folio number, certificate number, distinctive number and amount collected from each allottee since incorporation till date. h. Details regarding s
Page 3 of 16 2.7 TRML vide letter dated December 11, 2013 provided the following documents: a) Copy of Memorandum and Articles of Association; b) Copies of Audited Balance Sheet & P and L a/c for the financial years 2009-10 to 2011-12; c) Details of promoters/directors; d) Details of Key Managerial Personnel; e) Copies of Annual Returns filed with ROC for last 9 years (2003 to 2011); f) Copies of Income Tax Return for last 10 years (AY 2003-04 to AY 2012-13).
Page 4 of 16 ix. Dates of allotment of shares; x. Copies of the minutes of Board/Committee meetings in which resolutions were passed for issue and allotment of shares; xi. Dates of dispatch of shares certificates; xii. Copies of application forms, RHP, pamphlets, advertisements and other promotional material circulated for issuance of shares; xiii. Terms and conditions of the issue.
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Source: SecMarx — sebi:WTM/SR/SEBI-NRO:LLO/IMD/149/07/2015. 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.