Issue-specific regulatory compliance requires actual operative documents, not specimen papers, before penalty can be imposed.

Mandatory compliance with the bankers to an issue regulations, which have the force of law, can attract penalty; however, where liability turns on issue-specific contractual and regulatory documents, adjudication must examine the actual agreements, correspondence and operative records rather than specimen papers. The authority had not recorded specific findings on whether required particulars were contained in each issue's documents, whether collection centres were duly approved and circulated, or whether the issuer's agent was properly authorised. The penalty order was set aside and the matter remanded for fresh, issue-wise adjudication on the actual documents.

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Issues: Whether the penalty order was sustainable when the adjudication proceeded on specimen documents and not on the actual agreements and correspondence relating to each public issue, and whether the matter required remand for fresh adjudication.

Analysis: The rules and regulations governing bankers to an issue were held to be mandatory subordinate legislation having the force of law, and non-compliance could attract penalty. An agreement could also arise from exchanged correspondence if the parties were ad idem, but compliance with regulation 14 had to be examined from the actual documents relevant to each issue. The adjudication proceeded largely on specimen materials and did not record specific findings issue-wise on whether the required particulars were in fact contained in the operative documents, whether the collection centres were approved and circulated as required, and whether the agent of the issuer was duly authorised to bind the principal.

Conclusion: The penalty order was set aside and the matter was remanded for de novo adjudication.

Final Conclusion: The adjudication was found to require a fresh, issue-specific examination of the actual documents before any final penal determination could be made.

Ratio Decidendi: Where statutory compliance depends on issue-specific contractual documents, adjudication cannot rest on specimen papers or presumptions and must be based on the actual operative records with specific findings on each charge.

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