sebi:WTM/MPB/EFD-1-DRA-IV/20/2017

SEBI · SEBI · 2015-11-10 · Madhabi Puri Buch, Whole Time Member

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

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

Regulations

Parties

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.