sebi:WTM/MPB/EFD-1-DRA-IV/128/2018
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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 GNIL and directors in office during issuance viz. Md Salim, Nityananda Sarkar, Sudhir Sharma, Syed Akhtar, Kaustabh Roy, Debashish Bhattacharyya, Mohammad Attaullah Khan, Srinibash Ghosh to jointly and severally refund with 15% p.a. interest, and restrained GNIL, its directors and debenture trustee from securities market and from issuing offer documents.
Provisions invoked
- s. 19
- s. 12(1)
- s. 55A
- s. 20A
- 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)
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
GNIL's issue and allotment of NCDs to at least 75 investors was a deemed public issue that violated sections 56, 60 read with 2(36), 73 and 117C of Companies Act, 1956 and ILDS Regulations, and its unregistered debenture trustee violated section 12(1) SEBI Act and Regulation 7 of Debenture Trustees Regulations; GNIL and directors during mobilization must refund with interest and all noticees are restrained from the securities market.
Full text
Order in the matter of Gulshan Nirman India Limited Page 2 of 44 1. Gulshan Nirman India Limited (hereinafter referred to as “GNIL”/ “the Company”) is a Public company incorporated on May 3, 2011 and registered with Registrar of Companies–Chattisgarh with CIN: U45200CT2011PLC022452. Its registered office is at Station Road, Near Deshbandhu School, Raipur, Chattisgarh, India - 482001.
Order in the matter of Gulshan Nirman India Limited Page 3 of 44 Aisha Begum) (hereinafter collectively referred to as “Noticees”).
Order in the matter of Gulshan Nirman India Limited Page 4 of 44 relevant provisions of the ILDS Regulations were not complied with by GNIL in respect of the Offer of NCDs. Further, the Debenture Trustee viz. Gulshan Debenture Trust (represented by its trustee, viz. Smt. Aisha Begum) has prima facie violated section 12(1) of the SEBI Act and regulation 7 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (hereinafter referred to as "Debenture Trustees Regulations ").
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/128/2018. 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.