(1) Without prejudice to the provisions of sections 11 and 11C of the Act and section 209A of the Companies Act, the Board may suo-motu or upon information received by it, appoint one or more persons to undertake the inspection of the books of account, records and documents of the issuer or merchant banker or any other intermediary associated with the public issue, disclosure or listing of debt securities, as governed under these regulations, for any of the purposes specified in sub-regulation (2).
(2) The purposes referred to in sub-regulation (1) may be as follows, namely:-
(a) to verify whether the provisions of the Act, Securities Contracts (Regulation) Act,1956, Depositories Act,1996, the rules and regulations made thereunder in respect of issue of securities have been complied with;
(b) to verify whether the requirement in respect of issue of securities as specified in these regulations has been complied with;
(c) to verify whether the requirements of listing conditions and continuous disclosure requirement have been complied with;
(d) to inquire into the complaints received from investors, other market participants or any other persons on any matter of issue and transfer of securities governed under these regulations;
(e) to inquire into affairs of the issuer in the interest of investor protection or the integrity of the market governed under these regulations;
(f) to inquire whether any direction issued by the Board has been complied with.
(3) While undertaking an inspection under these regulations, the inspecting authority or the Board, as the case may be, shall follow the procedure specified by the Board for inspection of the intermediaries.
Directions by the Board
28. Without prejudice to the action under section 11, 11A, 11 B, 11D, sub- section (3) of section 12, Chapter VIA and section 24 of the Act or section 621 of the Companies Act, 1956, the Board may suo-motu or on receipt of information or on completion or pendency of inspection or investigation, in the interests of the securities market, issue or pass such directions as it deems fit including any or all of the following –
(a) directing the issuer to refund of the application monies to the applicants in a public issue;
(b) directing the persons concerned not to further deal in securities in any particular manner;
(c) directing the persons concerned not to access the securities market for a particular period;
(d) restraining the issuer or its promoters or directors from making further issues of securities;
(e) directing the person concerned to sell or divest the securities;
(f) directing the issuer or the depository not to give effect transfer or directing further freeze of transfer of securities;
(g) any other direction which Board may deem fit and proper in the circumstances of the case:
Provided that the Board shall, either before or after issuing such directions, give an opportunity of being heard to the persons against whom the directions are issued or proposed to be issued:
Provided further that if any ex-parte direction is required to be issued, the Board may give post decisional hearing to affected person.
Appeal
29. Any person aggrieved by an order of the Board or Adjudicating Officer under the Act or these regulations, may prefer an appeal to the Securities Appellate Tribunal in accordance with section 15T of the Act read with the Securities Appellate Tribunal (Procedure) Rules, 2000.
CHAPTER VII MISCELLANEOUS Delegation
30. The powers exercisable by the Board under these regulations shall also be exercisable by any officer of the Board to whom such powers are delegated by the Board.
Power of the Board to issue general order or circular