sebi:WTM/SR/WRO/ILO/25/02/2015
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Facts / Headnote
Prima facie finding of deemed public issue; SLDIL and its three directors restrained from mobilizing fresh funds through Offer of RPS or any other securities, prohibited from issuing prospectus/offer document/advertisement, restrained from accessing/dealing in securities market, directed to provide full inventory of company and directors' assets, not to divert funds or dispose/alienate/encumber assets without prior SEBI permission; directions effective immediately until further orders with 21 days to reply and seek personal hearing.
Provisions invoked
- s. 11
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 30
- 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)
Regulations
- Reg. 25
- Reg. 15
- Reg. 14
- Reg. 4(2)(a)
- Reg. 13(1)
- Reg. 8(1)
- Reg. 6(1)
- Reg. 9(1)
- Reg. 4(5)
- Reg. 4(2)(b)
- Reg. 4(2)(c)
- Reg. 4(2)(d)
- Reg. 4(3)
- Reg. 5(1)
- Reg. 6(6)
Parties
- SLDIL
- Shri Vinod Kumar Shankhwar
- Shri Rajendra Karn Rajpoot
- Shri Rajneesh Dutta
Holding
SEBI prima facie held that SLDIL's Offer of Cumulative Redeemable Preference Shares to 1137 investors raising approximately Rs.2.16 crores was a deemed public issue in violation of Sections 56, 60 and 73 of the Companies Act, 1956 and the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, and issued interim restraining, disclosure and asset-preservation directions pending further orders.
Full text
Page 2 of 15 e. Name, address of each investor and amount deposited by each of them with plan details & date of application & date of allotment, distinctive number of shares, dealing branch, name of agent & commission/ brokerage paid to agent for each investor. f. Details of the plan wise amount mobilized by the company till date along with the number of investors in each plan. g. Address of all the branches operating in India. h. List of all the bank accounts of the company (including name of branch of bank) from start till date. i. Certified copies of audited financial statement for the FY 2011-12 & 2012-13 and detailed trial balance for 2013-14 till date. j. Copy of Income Tax Return filed by the company for the last two years. k. The list of all group companies/ companies under same management and inform about the activities performed by them with their addresses.
Page 3 of 15 SLDILand information obtained from the Ministry of Corporate Affairs' website i.e.'MCA21 Portal'. On an examination of the same, it is observed that –
Page 4 of 15 The table for one such plan is given below: - Plan SLD3 No. of shares Investment Amount in (Rs.) Indicative Yield (P.A.) Expected Redemption Value in (Rs.) 100 10000 11.60% 13899 150 15000 11.60% 20849 200 20000 11.60% 27799 250 25000 11.60% 34748 300 30000 11.60% 41697 350 35000 11.60% 48647 400 40000 11.60% 55596 450 45000 11.60% 62546 500 50000 11.60% 69495 * The brochure mentions "Effective from 01/5/2013"
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Source: SecMarx — sebi:WTM/SR/WRO/ILO/25/02/2015. 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.