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Offer to issue Non–Convertible Secured Redeemable Debentures ("NCDs") is a public issue

In its prima facia order the SEBI has directed Goldmine Agro Limited (GAL) that the company shall not mobilize funds from investors. Further, the company and its present and past directors are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly.

The GAL Company is found guilty of issuing Non–Convertible Secured Redeemable Debentures ("NCDs") to the public in the guise of private placement. It is found that by mobilizing fund through Offer to Issue NCDs, GAL has violated the provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Sections 117B–117C) read with the Debt Securities Regulations.

The SEBI relying on the Sahara case [Sahara India Real Estate Corporation Limited v. SEBI, (2013) 1 SCC 1 ] ruled that the Offer of NCDs  is  prima facie  a public issue in accordance with the  provisions of the Companies Act, 1956, the same will attract the requirement of  compulsory listing before a recognized stock exchange in terms of Section 73(1) of the Companies Act, 1956 and also compliance with the provisions of Sections 73(2) and 73(3) of that Act and provisions of the SEBI (issue and Listing of Debt Securities) Regulations, 2008.  [In re Goldmine Agro Limited and its Directors,  dated June 19, 2015]

 Article referred: http://blog.scconline.com/post/2015/06/23/offer-to-issue-non-convertible-secured-redeemable-debentures-ncds-is-a-public-issue.aspx

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