sebi:Order/BM/GN/2024-25/30670

SEBI · SEBI · 2020-11-03 · Barnali Mukherjee, Adjudicating Officer

Reviewed by Varun Matlani, Advocate — Securities Lawyer practicing in SAT and SEBI

Facts / Headnote

Violations established against Noticee; penalty imposed under Section 15HB of the SEBI Act, 1992

Provisions invoked

Regulations relied on

Parties

Holding

The Adjudicating Officer held Vistra (ITCL) India Limited in violation of Regulations 13(a), 15(1)(s), 15(1)(t), 15(6) and 16 with Code of Conduct of the SEBI (Debenture Trustees) Regulations, 1993 and the cited circulars on due diligence, asset cover, payment monitoring and centralized database. The violations were held to attract penalty under Section 15HB of the SEBI Act, 1992.

Full text

Adjudication Order in the matter of Vistra (ITCL) India Limited Page 2 of 31 SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020. 2 Asset cover Certificate Regulation 15(1)(t) and 15(1)(s) of SEBI (Debenture Trustees) Regulations, 1993 and clause B(6) SEBI circular numbered SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020. 3 Poor Tracking of Interest Payments Clause 2 and clause 3 of SEBI circular numbered SEBI/HO/MIRSD/MIRSD3/CIR/P/2017/ 72 dated June 30, 2017 and Clauses 1, 3 and 4 of the code of conduct defined in Schedule III read along with Regulation 16 of the SEBI (Debenture Trustees) Regulations, 1993. 4 Centralized Database for Corporate Bonds/ Debentures Clause C of Annexure-I of SEBI circular numbered CIR/IMD/DF/17/2013 dated October 22, 2013 and Clause-10 of Annexure-III of SEBI circular numbered SEBI/ HO /DDHS /DDHS1 /P/CIR /2021 /572 dated June 04, 2021 and Clause 2.5 of Chapter XIV of SEBI Circular SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.

Adjudication Order in the matter of Vistra (ITCL) India Limited Page 3 of 31 not be held against it in terms of Rule 4 of SEBI Rules read with Section 15-I of SEBI Act and penalty, if any, be not imposed on Noticee under Section 15HB of the SEBI Act.

Adjudication Order in the matter of Vistra (ITCL) India Limited Page 4 of 31 Compliance team of DT for submission to stock exchange(s). For example, in the case of Phoenix Tech zone, on enquiring about the Asset cover certificate prepared by external agency, DT replied that the Asset cover certificate is received from company in June, and not from empaneled agency. The DT also shared the reminder email sent to the company which also contained the list of empaneled CAs. ii. Cases wherein Asset Cover certificate is received from the Statutory auditor of the Company or from any other independent CA firm not empaneled with DT, in such cases it forwards received certificates to its empaneled independent CA for verification and preparation of asset cover certificate in specified format.

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