https://www.taxtmi.com/caselaws?id=216751 The SC held that SEBI has jurisdiction to investigate and adjudicate issues related to the offer and transfer of OFCDs by listed public companies under the SEBI Act and Companies Act. OFCDs, though hybrid instruments, qualify as securities under relevant statutes. An offer to more than 50 persons constitutes a public issue, attracting SEBI regulations and mandatory listing requirements under Section 73, regardless of the issuer's intention. The Court rejected the claim of private placement exemption due to the large number of subscribers. The preferential allotment rules for unlisted companies do not apply to such public issues. Convertible bonds are exempted from SCRA only in respect of the option to convert, not the bonds themselves. The Court upheld SEBI's proceedings and ordered the refund of amounts collected with 15% interest within three months, appointing a retired judge to monitor compliance. en-us Fri, 31 Aug 2012 00:00:00 +0530 Wed, 13 Aug 2025 15:33:00 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=216751 The SC held that SEBI has jurisdiction to investigate and adjudicate issues related to the offer and transfer of OFCDs by listed public companies under the SEBI Act and Companies Act. OFCDs, though hybrid instruments, qualify as securities under relevant statutes. An offer to more than 50 persons constitutes a public issue, attracting SEBI regulations and mandatory listing requirements under Section 73, regardless of the issuer's intention. The Court rejected the claim of private placement exemption due to the large number of subscribers. The preferential allotment rules for unlisted companies do not apply to such public issues. Convertible bonds are exempted from SCRA only in respect of the option to convert, not the bonds themselves. The Court upheld SEBI's proceedings and ordered the refund of amounts collected with 15% interest within three months, appointing a retired judge to monitor compliance. Case-Laws Companies Law Fri, 31 Aug 2012 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=216751