sebi:WTM/MPB/EFD-1-DRA-IV/26/2018
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Facts / Headnote
Directions issued: joint and several refund of Rs. 8,48,74,080 (RPS) and Rs. 37,50,97,400 (NCDs) with 15% per annum interest; market access ban of 4 years for TIL and directors; 4-year market access ban for Shambhu N. De & Co. and Shri Pradip Majumdar; asset inventory and escrow account directions; public notice and compliance report requirements.
Provisions invoked
- s. 11(4)
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- 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)
Parties
- Tower Infotech Ltd (TIL)
- Shri Ramendu Chattopadhyay
- Shri Ranjit Kumar Basumullick (deceased)
- Shri Udayan Banerjee
- Shri Tapash Kumar Dhar
- Shambhu N. De & Co.
- Shri Pradip Majumdar
Holding
TIL's offers of RPS and NCDs to 8,270 and 41,219 allottees respectively were deemed public issues under the first proviso to Section 67(3) of the Companies Act, 1956, and TIL and its directors violated Sections 56, 60 read with 2(36), 73, and 117C of the Companies Act, 1956 read with DIP Guidelines and ILDS Regulations. Shambhu N. De & Co. and its Partner Shri Pradip Majumdar violated Section 12(1) of the SEBI Act, 1992 by acting as debenture trustees without registration.
Full text
Order in the matter of Tower Infotech Ltd Page 2 of 30 against TIL in respect of issue of Cumulative Participating Redeemable Preference Shares (“hereinafter referred to as RPS”) and Secured Redeemable Non-Convertible Debentures (hereinafter referred to as “NCDs”) and undertook an enquiry to ascertain whether TIL had made any public issue of securities without complying with the provisions of the Companies Act, 1956; Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) and the Rules and Regulations framed thereunder including the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (hereinafter referred to as “DIP Guidelines”) and the Securities and Exchange Board of India (Issue and Listing of Debt Securities), Regulations, 2008 (hereinafter referred to as “ILDS Regulations”).
Order in the matter of Tower Infotech Ltd Page 3 of 30 5. Allegations in the SCN: In the said SCN, the following were alleged: 5.1 TIL had made an Offer of RPS during the financial years 2005-2006, 2006-2007 and 2007-2008 and raised an amount of Rs. 8,48,74,080 as shown below:
Order in the matter of Tower Infotech Ltd Page 4 of 30 Sl. No. Date of Creation of charge Type of Securities to be issued Amount to be raised Details of Security 1 September 15, 2007 NCDs Not exceeding Rs.5 crores Securing land located at Ramnagar and Contai 2 December 15, 2007 NCDs Not exceeding Rs.5 crores Securing land located at Adarshnagar Mouza, Kakdwip 24 Parganas (South)
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/26/2018. 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.