sebi:WTM/GM/EFD/27/2018-19
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Facts / Headnote
Directed Greenbang Agro Limited and its 10 named directors to jointly and severally refund NCD proceeds to holders with 15% per annum interest within 90 days through banking channels with CA certification, restrained them from securities market till refund complete plus 4 years thereafter, and restrained Durga Ghosh and Ramendra Nath Mistry from acting as debenture trustees with 1-year market access ban.
Provisions invoked
- s. 12(1)
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 73(2)
- s. 73(1)
Regulations
- Reg. 7
- Reg. 4(2)
Parties
- Greenbang Agro Limited
- Paritosh Panda
- Dhiman Roy
- Nitish Barman
- Satyendra Nath Mondal
- Subhra Jyoti Sardar
- Sreemon Ghosh
- Taslim Arif Khan
- Nilima Ponda
- Lipika Bhaduri
- Baidyanath Mandal
- Rural Economic Welfare Trust
- Durga Ghosh
- Ramendra Nath Mistry
Holding
GAL's offer and allotment of NCDs to at least 210 investors during 2011-12 to 2013-14 was a deemed public issue in violation of Sections 67 and 73 of the Companies Act, 1956 and ILDS Regulations, and GAL with its directors during the relevant time are jointly and severally liable to refund with 15% interest; Rural Economic Welfare Trust through Durga Ghosh and Ramendra Nath Mistry acted as unregistered debenture trustee in violation of Section 12(1) SEBI Act and Regulation 7.
Full text
Order in the matter of Greenbang Agro Ltd. Page 2 of 13 Redeemable Debentures (NCDs) to the public in contravention of the provisions of sections 56, 60 read with 2(36), 73, 117B and 117C of the Companies Act, 1956 and several provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (ILDS Regulations). It was also prima facie found that Rural Economic Welfare Trust, represented by Durga Ghosh and Ramendra Nath Mistry, had acted as an unregistered Debenture Trustee in contravention of the provisions of section 12(1) of the Securities and Exchange Board of India Act, 1992 (SEBI Act) read with regulation 7 of SEBI (Debenture Trustees) Regulations, 1993 (Debenture Trustees Regulations). In view of this, the interim order, interalia, restrained the Greenbang Agro and its directors from mobilising funds from the public through offer and issue of NCDs and restrained the Debenture Trustees from continuing with their assignment. The Noticees were also required to show cause as to why appropriate directions, including direction to jointly and severally refund the money collected through the issue of equity shares to the public along with interest, be not passed against them.
Order in the matter of Greenbang Agro Ltd. Page 3 of 13 Baidyanath Mandal are/were directors in GAL during various periods, as detailed hereinafter.
Order in the matter of Greenbang Agro Ltd. Page 4 of 13 daily ‘Anand Bazar Patrika’ both dated November 5, 2017. None of the entities appeared for hearing. However, Satyendra Nath Mondal filed his submissions vide letter dated November 29, 2017. As sufficient opportunities have been granted to all the noticees to file their replies and appear for hearing, it was considered appropriate to decide the matter on the basis of material available on record.
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Source: SecMarx — sebi:WTM/GM/EFD/27/2018-19. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.