sebi:WTM/MPB/EFD-1-DRA-IV/85/2017
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Facts / Headnote
Held Offer of NCDs was deemed public issue in violation of Companies Act, 1956 and ILDS Regulations; directed ADPML and directors during issuance to refund amounts collected with 15% p.a. interest from eighth day of collection, with asset freeze/escrow, public notice and compliance report, and directed further action including recovery under section 28A SEBI Act, adjudication and reference to police/MCA.
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. 67(1)
- s. 73(1)
- s. 2(36)
- s. 60
- 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)
Holding
ADPML's Offer of NCDs to at least 54 allottees raising at least Rs.1.63 Crores was a deemed public issue that violated sections 56, 60 read with 2(36), 73 and 117C of the Companies Act, 1956 and the ILDS Regulations, and its Debenture Trustee acted without registration in violation of section 12(1) SEBI Act; ADPML and its directors during fund mobilization are jointly and severally liable to refund with 15% interest.
Full text
Order in the matter of Ambitious Diversified Projects Management Limited Page 2 of 34 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) received a letter/complaint from some persons against ADPML in respect of issue of Non- Convertible Secured Redeemable Debentures (hereinafter referred to as “NCDs”) and undertook an enquiry to ascertain whether ADPML 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 (Issue and Listing of Debt Securities), Regulations, 2008 (hereinafter referred to as “ILDS Regulations”).
Order in the matter of Ambitious Diversified Projects Management Limited Page 3 of 34 (represented by its trustees, viz. Smt. Sriparna Gupta) (hereinafter collectively referred to as “Noticees”).
Order in the matter of Ambitious Diversified Projects Management Limited Page 4 of 34 Sriparna Gupta 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/85/2017. 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.