sebi:WTM/MPB/EFD-1-DRA-IV/20/2017
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Facts / Headnote
Held Offer of NCDs to 468 persons was a deemed public issue in violation of Companies Act, 1956 and ILDS Regulations; directed VRL and directors to jointly and severally refund Rs. 2,23,67,200 with 15% p.a. interest and restrained VRL, directors and unregistered debenture trustee from securities market for 4 years.
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. 67(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)
Parties
- Vasundhara Realcon Limited (VRL)
- Mr. Sandip Parui
- Mr. Ashis Sarkar
- Mr. Sahab Uddin Khan
- Mr. Gauranga Roy
- Vasundhara Realcon Debenture Trust
- Mr. Chinmoy Ghatak
- Mr. Priyabrata Roy
Holding
VRL's Offer of NCDs to at least 468 allottees raising Rs. 2,23,67,200 was a deemed public issue that violated prospectus, listing and other public-issue norms, and VRL, its directors and the unregistered debenture trustee were liable for refund and market restraint.
Full text
Order in the matter of Vasundhara Realcon Limited Page 2 of 25 3. On enquiry by SEBI, it was observed that VRL had made an offer of NCDs in the year 2010-11, 2011-12, 2012-13 and 2013-14 (hereafter referred to as “Offer of NCDs”) and raised an amount of Rs. 2,23,67,200/- during the financial years 2010-11, 2011-12, 2012-13 and 2013-14.
Order in the matter of Vasundhara Realcon Limited Page 3 of 25 (b) The terms and condition of one of the Offer of NCDs inter alia, was, as under:
Order in the matter of Vasundhara Realcon Limited Page 4 of 25 Purpose of the Issue: The funds raised through the investment will be invested for expansion of asset building of existing projects and upcoming projects and other purposes mentioned in the MoA of the company...”.
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/20/2017. 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.