Quick Summary
SEBI’s Adjudicating Officer Jai Sebastian passed an order on October 27, 2026 against Taurian MPS Limited, Yashvardhan Sumit Bajla, Puja Sumit Bajla and Gretex Corporate Services Limited. Of three disclosure allegations about its IPO offer document, only the one about Taurian Engineering Private Limited was upheld. The company and the two directors must jointly pay ₹5 lakh, and Gretex Corporate Services must pay ₹8 lakh, within 45 days.
Three allegations went in. Only one came out the other side. That is the story of the SEBI order against an NSE Emerge IPO issuer.
On October 27, 2026, SEBI’s Adjudicating Officer fined Taurian MPS Limited, its two directors, and its merchant banker over what the IPO offer document left out.
Here is the Taurian MPS SEBI order in plain words, including the two charges SEBI could not prove.
SEBI Order Against Taurian MPS Limited: What Was Decided?
The order is numbered Order/JS/YK/2026-27/32792-32795. It was passed in Mumbai under Section 15-I of the SEBI Act read with Rule 5 of the 1995 Adjudication Rules.
Four parties were named. Each was treated separately, which is why the outcome differs for each.
1. Taurian MPS Limited
The company is Noticee 1. It was the issuer of the IPO whose offer document was examined.
2. Yashvardhan Sumit Bajla And Puja Sumit Bajla
They are Noticees 2 and 3, directors of the company. The order calls them promoters of the company.
3. Gretex Corporate Services Limited
This is Noticee 4, the merchant banker to the issue.
4. The Penalty Provision
All penalties were imposed under Section 15HB of the SEBI Act. That section covers contraventions with no separate penalty and runs from ₹1 lakh to ₹1 crore.
How an Initial IPO Complaint Triggered the SEBI Show Cause Notice?
The path to this penalty began with a complaint, not with a market event.
1. The IPO And Its Dates
The company filed its draft red herring prospectus on February 28, 2025, for an SME IPO on the NSE Emerge platform. NSE gave in-principle approval on August 14, 2025, after eight rounds of queries, according to the noticees.
The noticees say the issue opened on September 9, 2025, closed on September 11, 2025, and listed on September 16, 2025.
2. The Complaint
SEBI received a complaint about the offer document by email on September 12, 2025. The noticees say the complainant withdrew it in writing on September 17, 2025.
NSE later sent its comments on December 29, 2025, and SEBI prepared its examination report.
3. Appointment And Show Cause Notice
The officer was appointed on July 9, 2026. A show cause notice, DIS/20055-20058/2026, followed on July 31, 2026.
4. Replies And Hearing
The noticees’ representative, Regstreet Law Advisors, asked for inspection of documents on August 14, 2026. Inspection was granted on August 27, 2026.
Replies came on September 7, 2026; the hearing took place on September 22, 2026, and further submissions followed on September 24, 2026.
Three Allegations, Three Outcomes: How The Charges Played Out?
The show cause notice raised three points about three companies linked to the promoters. Only one survived.
Taken together, the outcome is easier to follow one allegation at a time.
1. Taurian Iron and Steel Private Limited: Allegation Not Established
The allegation was that its liquidation was not disclosed. The company had been correctly treated as outside the promoter group.
The officer held that the liquidation was not shown to have any material link to the issuer, so disclosure was not mandatory. The allegation was not established.
2. Taurian Infrastructure Pvt. Ltd.: Allegation Not Established
The allegation was that no risk factor was disclosed for an Axis Bank default that was settled in FY 2020. The examination report itself said the disclosure was due “as an abundant precaution”.
The officer held that a precaution cannot be turned into a mandatory duty without a clear legal basis. He gave the benefit of the doubt, and this allegation was also not established.
3. Taurian Engineering Private Limited: Allegation Established
The allegation was that it was not shown as part of the promoter group and its liquidation was not disclosed. This is the charge on which every penalty rests.
The next section explains why it held.
Why Taurian Engineering Counted As Promoter Group In The Taurian MPS SEBI Order?
This was the heart of the case. The officer said the promoter group test is about shareholding and not about whether a company is active or being wound up.
The regulation is 2(1)(pp)(iv) of the ICDR Regulations, and the numbers were not disputed.
1. The Shareholding Test
Puja Sumit Bajla held about 19.85% of Taurian Engineering from FY 2011-12 to FY 2013-14. This rose to about 71.33% in FY 2014-15 and about 80.28% in FY 2021-22.
The 20% threshold in the regulation was crossed from FY 2014-15.
2. The Liquidation Claim
The noticees said the company had been in liquidation since July 11, 2022. The officer checked the NCLT record and found otherwise.
An insolvency process began on July 11, 2022, and was withdrawn on August 5, 2022. A fresh process began on February 9, 2023, and a liquidator was appointed only on April 4, 2025.
3. What That Meant On The DRHP Date
On the DRHP date of February 28, 2025, the company was therefore not under liquidation. By the RHP date of September 1, 2025, liquidation proceedings had begun, and the officer called that a serious fact.
He added that the company went into liquidation after failing to repay ₹3 crore plus interest to its financial creditor.
4. No Exemption Was Sought
The officer noted that no application was made under regulation 300 for exemption from the disclosure rule. The noticees’ own view that it need not be disclosed was not enough.
5. The September 9, 2025 Email To NSE
The noticees pointed to an email sent to NSE on September 9, 2025. The officer said it replied to an NSE query after the complaint, and the issue had already been opened.
He held that a letter to the exchange cannot replace what the offer document itself must say.
Why Yashvardhan And Puja Bajla Are Liable Only For The Taurian Engineering Lapse?
The directors had signed a declaration in the offer document that the legal requirements were complied with. The question was whether that alone made them liable.
The officer said no, not on its own, and then looked at each point in turn.
1. TISPL And TIPL
Since those two allegations failed against the company, no separate liability survived against the directors.
2. Taurian Engineering
The disclosure failure here came directly from Puja Sumit Bajla’s own shareholding, which the officer called a fact within the directors’ personal knowledge. They offered nothing to show they were unaware of it.
He held that the declaration was not a routine formality in this context. Both directors were held liable for the Taurian Engineering lapse only.
Also read: DB Realty penalty order on disclosure gaps
Where Gretex Corporate Services Fell Short On Due Diligence?
The merchant banker’s job is to satisfy itself about the truth and adequacy of the offer document under regulation 245(3). The officer accepted that the standard is reasonable diligence and not perfection.
Even so, he found it was not met on one point.
1. The MGT-7 Record Already Showed The Threshold
Gretex said it relied on MGT-7 and MCA records. The officer noted that the shareholding crossing 20% was itself drawn from the MGT-7 for FY 2014-15.
2. Its Own Reply To NSE
The officer recorded that Gretex told NSE the company was not disclosed as a promoter group because it was under liquidation. It also gave NSE shareholding details showing more than 80%.
He concluded Gretex knew both facts and did not ensure they were disclosed.
3. The CA Certificate Was Not Enough
The officer held Gretex could not shelter behind a chartered accountant’s certificate when public records showed the position.
He distinguished the Aryaman Financial Services and Sigma Solve Limited orders that Gretex cited.
Liability on the other two companies fell away for the same reason as for the issuer.
Is Gretex Corporate Services SEBI Registered Or Not?
The order describes Gretex Corporate Services Limited as the merchant banker to the issue. It tests its conduct against Regulation 245(3) of the ICDR Regulations and the SEBI Merchant Bankers Regulations, 1992.
A table in the order lists a direction against the firm “as a SEBI Registered Merchant Banker”.
The order does not give a registration number, so check the current status on SEBI’s website if you need it.
What The Noticees Argued And How The Officer Responded?
The noticees raised several objections before the merits. The officer dealt with each one.
1. Documents Not Supplied
They said internal file notings and the competent authority’s opinion were not given. The officer held that only relied-upon documents must be supplied, and no prejudice was shown.
2. A Vague Show Cause Notice
The officer held the notice identified the three entities, the provisions, and the proposed action. The noticees’ detailed replies showed they understood the case.
3. Hindsight And NSE’s Approval
They said NSE had approved the IPO after eight rounds of queries. The officer held that exchange scrutiny does not give immunity, because the duty to disclose is statutory.
He accepted one point: that the test is judged on the facts existing at the relevant time.
4. A Long Lookback Period
The facts went back years. The officer held that these were relevant to disclosures made in 2025, and the question was materiality, not time.
5. SEBI’s Limited Role In SME Issues
Regulation 246(2) says SEBI does not issue observations on SME offer documents. The officer held that this does not take away SEBI’s power to examine disclosures later.
How ₹5 Lakh and ₹8 Lakh Were Fixed Under Section 15HB?
Once a violation is proved, the officer held that Section 15HB sets a minimum penalty of ₹1 lakh. He relied on the Supreme Court’s order in SEBI v. Sandip Ray.
The noticees argued for no penalty, saying the lapse was technical, with no gain, loss, or repeat conduct. The officer disagreed on the facts.
1. Why It Was Not Treated As Technical
He said the case concerned a failure in the offer document itself, not an internal compliance lapse.
He distinguished the Piramal Enterprises, P.G. Electroplast and Finshore Management Services orders.
2. Section 15J Factors
The officer found no quantified gain and no quantified investor loss on record. Repetition was examined only for the merchant banker.
3. Gretex’s Earlier Orders
The order lists four earlier matters. They are a ₹2 lakh penalty on December 18, 2019, a ₹20 lakh penalty on June 27, 2025 and a ₹15 lakh penalty on January 13, 2026.
It also lists an October 30, 2025 order that barred the firm from taking new assignments for 21 days.
4. The Final Penalties
Noticees 1, 2 and 3 must pay ₹5 lakh jointly and severally. Gretex Corporate Services Limited must pay ₹8 lakh.
The officer said the amounts were commensurate with the lapses.
Also read: Abhipra Capital SAT order and penalty reduction
How and When The Penalties Must Be Paid?
The order sets a clear route and deadline.
1. The 45-Day Window
Payment is due within 45 days of receiving the order.
2. The Payment Path
Pay online on sebi.gov.in under ENFORCEMENT, Orders, Orders of AO, then PAY NOW.
3. If Payment Is Missed
Recovery proceedings may begin under Section 28A of the SEBI Act. That can include attachment and sale of movable and immovable property, with interest.
4. Copies
A copy goes to the noticees and to SEBI under Rule 6 of the Rules.
What The Taurian MPS SEBI Order Means For SME IPO Investors?
The order is about disclosure under the ICDR Regulations, and it records no quantified investor loss. It spells out what an offer document must contain.
For an SME investor, that is a reminder to read the promoter group section with care.
1. What The Officer Established
A promoter group entity must be disclosed if the shareholding test is met, and its liquidation status is material. That applies even where exchange approval has been given.
2. What Was Not Established
The allegations against Taurian Iron and Steel and Taurian Infrastructure failed, and no gain or loss was quantified.
3. Where Complaints Go
Complaints from investors reach SEBI through SCORES, and the steps to file a SCORES complaint with SEBI are simple to follow.
Where To Take An IPO Grievance?
If you ever have a grievance about an offer document or an issue, write to SEBI with documents and dates. It helps to know how to complain in SEBI before you start.
Conclusion
SEBI proved one of three disclosure allegations, and that single lapse cost ₹5 lakh for the issuer and directors and ₹8 lakh for the merchant banker.
The order rests on a simple test.
If the shareholding threshold is met, the entity is a promoter group, whether or not it is in trouble.
Report. Recover. Stay Fraud Free.
SEBI found that the IPO offer document did not disclose Taurian Engineering as part of the promoter group or its liquidation status. Two other allegations were not established. The company and its two directors must pay ₹5 lakh jointly. Gretex Corporate Services must pay ₹8 lakh. The ones on Taurian Iron and Steel and on Taurian Infrastructure. The officer held neither was established. Its own records and its reply to NSE already showed the shareholding and the liquidation. Yet neither was disclosed in the offer document. Within 45 days of receiving the order. Payment is online on the SEBI website. No. The order records no quantified gain or loss.Frequently Asked Questions
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