sebi:WTM/MPB/EFD-1-DRA-IV/159/2018
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Facts / Headnote
Offer of NCDs held to be deemed public issue in violation of Companies Act, 1956 and ILDS Regulations; OOIL and OTMPL and their directors during respective period including Shri Sameer Agarwal directed to forthwith refund money collected through NCDs with 15% p.a. interest and restrained from securities market; unregistered Debenture Trustee prohibited from acting; ATIPL held liable to pay OOIL for NCDs issued in satisfaction of its customer dues.
Provisions invoked
- s. 11B
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 58A
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 2(13)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 27(2)
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
The Offer of NCDs by OOIL to at least 35,286 allottees was a deemed public issue violating sections 56, 60, 73, 117B, 117C of the Companies Act, 1956 and the ILDS Regulations, and OOIL, OTMPL and their directors including Shri Sameer Agarwal are jointly and severally liable to refund the collection with 15% interest under section 73(2) and section 11B SEBI Act, while the unregistered Debenture Trustee violated section 12(1) SEBI Act.
Full text
Order in the matter of M/s Option One Industries Ltd Page 2 of 43 1. Option One Industries Ltd (“OOIL”/ “the Company”) is a Public company incorporated on March 06, 2012 and registered with Registrar of Companies–Gwalior, MP with CIN: U27100MP2012PLC027910. Its registered office is at 299A, Second Floor, Orbit Mall, 305-306, PU-4, Scheme No. 54, A.B. Road, Indore, MP.
Order in the matter of M/s Option One Industries Ltd Page 3 of 43 Advisor & Chief Administrator, Shri Sameer Agarwal, and other entities aiding and abetting the issuance of debentures to public namely; Optionone Trade and Mercantile Pvt Ltd. & its past & present directors namely, Shri Vishal Masih, Shri Anuj Jain, Shri Rohit Singhai, Shri Rajendra Agarwal, Shri Vivek Chaurasia, Shri Vinod Kumar Shrivastava and Advantage Tradecom India Pvt Ltd. & its directors namely, Shri Sunil Pahadiya and Shri Sachin Jain and its Debenture Trustee, Option One Debenture Trust (represented by its trustee, viz. Shri Devendra Pahadiya). (hereinafter collectively referred to as “Noticees”).
Order in the matter of M/s Option One Industries Ltd Page 4 of 43 resultant requirement under section 60 read with section 2(36), section 56, sections 73(1), 73(2) and 73(3) and sections 117B and 117C of the Companies Act, 1956 and the relevant provisions of the ILDS Regulations were not complied with by OOIL in respect of the Offer of NCDs. Further, the Debenture Trustee viz. Option One Debenture Trust (represented by its trustee, viz. Shri Devendra Pahadiya) 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/159/2018. 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.