sebi:WTM/SR/WRO/ILO/98/05/2015
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Facts / Headnote
Interim directions issued restraining MRS and its directors from mobilizing further funds; show cause notice issued as to why refund and market access prohibitions should not be imposed.
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. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 117C
- s. 56(3)
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)
Holding
MRS's Offer of Non-Convertible Redeemable Secured Debentures (NCRSDs) to 60 or more allottees constitutes a public issue under Section 67(3) of the Companies Act, 1956, triggering obligations of prospectus registration, listing, debenture trustee appointment, and compliance with the Debt Securities Regulations, which MRS prima facie violated. Interim directions were issued restraining MRS and its directors from further fund mobilization, and a show cause notice was issued as to why refund and market access prohibitions should not be imposed.
Full text
Page 2 of 15 g. Name, address of each investor, date of receipt of payment, amount received and date of allotment of debentures. h. Amount mobilised by issue of debentures till date and amount refunded to investors. i. Name and address of debenture trustee and whether these trustees are registered with SEBI. j. Details of properties acquired from money raised from said debenture issue. k. Addresses of all branches of the company. l. Names of brokers and amount of brokerage paid, if any. m. Certified copy of audited financial statements for all the financial years during which funds were raised by the company from FY 2011-12 onwards. n. Copies of Income Tax returns filed by the company for FY 2011-12 onwards. o. Details of regulatory approvals obtained by the company, if any, for said debenture issue. p. Details of fund raising from public in form of debentures/ or any other manner by the company or group/associates of the company. q. Details of action initiated/taken by any other authority against the company in respect of money raised from public.
Page 3 of 15 5. Meanwhile, SEBI received a complaint dated November 10, 2014 from an agent of the company wherein he provided a list of investors of the company. SEBI vide letter dated December 09, 2014 advised the complainant to provide copies of certificates issued by MRS to these investors. On January 21, 2015, complainant provided copies of letters of allotment of NCRSDs issued by MRS to investors. The complainant also provided a copy of "Advisor Guidebook" of the company.
Page 4 of 15 v. It is observed from MCA21 portal that the company did not file Form 2 for return of allotment and list of investors with RoC.
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Source: SecMarx — sebi:WTM/SR/WRO/ILO/98/05/2015. 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.