TaxTMI 
TaxTMI 
2021 (2) TMI 913
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....mpany. The petitioners are aggrieved by a show-cause notice dated 13.03.2020, issued by the Deputy General Manager of Securities and Exchange Board of India. 2. The parties to the writ petitions are referred to in this judgment in the order they appear in the cause title and the exhibits as they are marked, in W.P.(C) No.13682 of 2020. The 2nd respondent is Securities and Exchange Board of India (hereinafter referred to as 'the SEBI'). The 4th respondent is BRD Securities Limited (hereinafter referred to as 'the Company'). The Reserve Bank of India (RBI), in exercise of its powers under Section 45-IA of the Reserve Bank of India Act, 1934, issued Ext.P1 Certificate of Registration to the 4th respondent-Company to commence/carry on the....
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....r of 200 subscribers, where subscription per investor is less than Rs.1 Crore. (6) Under Section 73 of the Companies Act, 1956, every Company making public offer shall, before making such an offer, make an application to one or more recognised stock exchange or exchanges and obtain permission for the securities to be dealt with in such stock exchange foreign exchanges. No such application was made by the Company. (7) The Company and its Directors failed to return money to investors as required under Section 73(3) of the Companies Act, 1956. (8) The Company has not registered the Prospectus with the Registrar of Companies, nor sent abridged prospectus along with application form and thereby violated Section 56(1), ....
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....notice to the Company:- (1) Giridhar G. Yadalam v. Commissioner, Wealth Tax and another [(2015) 17 SCC 664], (2) Achal Industries v. State of Karnataka [(2019) 7 SCC 203], (3) Rattan Singh and others v. MD, Moga Transport Company and another [AIR 1959 P & H 196], (4) Toubro Infotech and Industries Limited and another v. SEBI [2004 SAT 46 (Mumbai)], (5) Sahara India Real Estate Corporation Limited and others v. SEBI [(2013) 1 SCC 1], (6) UOI and others v. Madhumilan Syntex Pvt. Ltd. and others [AIR 1988 SC 1236], (7) State of Punjab and others v. Bhatinda District Cooperative Milk Producers Union [(2007) 11 SCC 363], (8) Adjudicating Officer, SEBI v. Bhavesh Pabari [(201....
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.... Hon'ble Apex Court has held on more than one occasion that the High Court exercising jurisdiction under Article 226 of the Constitution of India shall not interfere in any proceedings at the show-cause stage. Therefore, the writ petitions filed by the petitioners against the show-cause notice is unsustainable. The petitioners can place all their objections/opinion before the SEBI. The writ petitions therefore should be dismissed, contended the Standing Counsel for SEBI. 6. Though the learned counsel for the petitioners made extensive arguments based on various judgments of the Hon'ble Apex Court, on the incompetence of SEBI to issue a notice in the nature of Ext.P2 for the reason that the Company being an NBFC, the field is gover....
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.... of Debenture holders. The statutory recognition given to Debenture Trustees by the Rules and Regulations framed under the Securities and Exchange Board of India Act, 1992, makes Debenture Trustees statutorily recognised bodies, independent of the Company, as long as they function as Debenture Trustee of the Company. 9. In Ext.P2, the charge against the petitioners- Debenture Trustees, is as follows:- "It is alleged that the noticees 13 and 14 acted as debenture trustees in public issue of NCDs without SEBI registration thereby violating Sec.12(1) of SEBI Act, 1992 read with Regulation 7 of SEBI (Debenture Trustees) Regulations, 1993. In this connection Noticees 13 and 14 are called upon to show cause as to why appropri....
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....tely before the establishment of the Board for which no registration certificate was necessary prior to such establishment, may continue to do so for a period of three months from such establishment or, if he has made an application for such registration within the said period of three months, till the disposal of such application: Provided further that any certificate of registration, obtained immediately before the commencement of the Securities Laws (Amendment) Act, 1995, shall be deemed to have been obtained from the Board in accordance with the regulations providing for such registration." 10. Therefore, no Debenture Trustee can deal in securities except under, and in accordance with, the conditions of registration obtained....