sebi:WTM/SR/WRO/ILO/33/02/2015
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Facts / Headnote
Interim directions restraining Nirmal and its directors from mobilizing fresh funds, issuing prospectus/advertisements, accessing/dealing in securities market, disposing/alienating/diverting assets, requiring asset inventory and information, and prohibiting Shri Jeetendra Rajput from acting as debenture trustee, till further orders.
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 30
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 67(1)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 67(2)
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Nirmal Infrahome Corporation Ltd
- Shri Phool Singh Choudhary
- Shri Harish Sharma
- Shri Abhishek S. Chauhan
- Shri Prabal Pratap Singh Yadav
- Shri Jeetendra Rajput
Holding
SEBI prima facie held Nirmal's Offer of Secured Redeemable Non-Convertible Debentures to 3309 investors was a deemed public issue in violation of the Companies Act, 1956 and Debt Securities Regulations, and issued interim restraints against the company, its directors and its unregistered debenture trustee.
Full text
Page 2 of 24 comes under Entry 18 of list II of Seventh Schedule of Constitution of India. It was stated that they are not engaged in Collective Investment Scheme. It was also stated that there is no complaint from any customer that he has been cheated by the company. Alongwith the said letter, Nirmal also provided the following documents, viz. - a) Incorporation certificate; b) Business commencement certificate; c) Memorandum and Articles of Association; d) Name and address of the Directors.
Page 3 of 24 2.5 SEBI vide letter dated January 28, 2014 sought the following additional information from Nirmal, viz., : a) Date of opening and closing of debenture issue; b) Name and address of person(s) to whom debentures were allotted, with details including face value of debenture, number of debenture allotted, date of allotment, distinctive number, date of charge creation in RoC, charge identification number; c) Total amount mobilized by issue of debentures till date; d) Whether the persons to whom debentures were allotted are still the holder of these debentures. Details of debentures transferred by allottees; e) Name & address of debenture trustees. Also, whether these trustees are registered with SEBI; f) Details as regards the management of Nirmal Debenture Trust; g) Details of charge of `50 crores created on the secured debenture issue. h) Details of properties including valuation report; i) Details of brokerage paid in respect of money raised from each alllottee; j) List of all the branches with their address; k) List of all the properties acquired by Nirmal from the funds of investors; l) Certified copy of audited financial statement from date of incorporation till 2012-13. Copy of detailed trial balance from April 2013 till date. m) Copy of Income Tax Return filed by the company for the financial year 2012-13; Further, the company was provided with the complaints from the complainants and comments were sought on the same.
Page 4 of 24 2.7 Meanwhile, SEBI received a letter from Balangir Police (Odisha) dated December 30, 2013, wherein it was stated “the company carrying on business of receiving cash from the public by introducing different types of monthly, half-yearly, yearly plans and receiving money through installments and also in lump sum. So far the company is operating in Balangir area since 2012 and above referred case was registered in 2013. After registration of the case the company was sealed and stopped its operation at Balangir.”
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Source: SecMarx — sebi:WTM/SR/WRO/ILO/33/02/2015. 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.