sebi:WTM/MPB/EFD-1-DRA-IV/109/2017
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Facts / Headnote
Held Offer of NCDs was a deemed public issue in violation of Companies Act, 1956 and ILDS Regulations; directed UAIL and 7 directors to refund money collected during respective directorship with 15% p.a. interest, restrained from securities market for 4 years after refunds, ordered inventory/escrow/public notice/CA-certified compliance and recovery under Section 28A on default; held debenture trustees acted without registration; gave limited relief to certain promoters.
Provisions invoked
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 27(2)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 2(e)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 107
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Holding
UAIL's Offer of NCDs to at least 131 allottees raising at least Rs.74.07 Lakhs was a deemed public issue that violated Sections 56, 60, 67, 73, 117B, 117C of the Companies Act, 1956 and ILDS Regulations, and its unregistered debenture trustees violated Section 12(1) of SEBI Act; UAIL and seven past/present directors were directed to jointly and severally refund with 15% interest and were restrained from the securities market.
Full text
Order in the matter of URO Agro India Limited Page 2 of 34 Debentures Trust of URO Agro India Limited (Represented by its Trustees, viz. Shri Ram Sunder Bhattacharya (address: Panihati, 24 Parganas (N), Pin – 700104, WB) and Smt. Pratima Roy (110, Vivekananda Road, Kolkata – 700006, WB)
Order in the matter of URO Agro India Limited Page 3 of 34 actual number of allottees and amount mobilized could be more than the above indicated figures. It was also observed that UAIL created a charge for an amount of Rs. 15.46 Crore on February 17, 2010 and appointed Trustees of Secured Debentures Trust of URO Agro India Limited (represented by its trustees, viz. Shri Ram Sunder Bhattacharya and Smt. Pratima Roy) as Debenture Trustee for the Offer of NCDs by that company.
Order in the matter of URO Agro India Limited Page 4 of 34 *^ No. of allottees and funds mobilized has been collated from the documents submitted with the complaints received by SEBI. However, actual no. of allottees and amount mobilized could be more than the above indicated figures.
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/109/2017. 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.