sebi:WTM/MPB/EFD-1-DRA-IV/96/2017
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Facts / Headnote
Directions issued: refund of monies collected with 15% per annum interest, market access restrictions, asset inventory requirements, and debarment for 4 years from completion of refunds; Real Tulip Debenture Trust and Kanan Bala Halder restrained 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
- Real Tulip India Limited
- Shri Tirtha Halder
- Shri Dipankar Ghosh
- Shri Maloy Kumar Guha
- Shri Malay Halder
- Shri Prosenjit Sil
- Real Tulip Debenture Trust
- Kanan Bala Halder
Holding
RTIL's offer of NCDs to 414 investors was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and RTIL and its directors violated Sections 56, 60, 73, 117B, 117C of the Companies Act, 1956 and the ILDS Regulations; Real Tulip Debenture Trust and Kanan Bala Halder violated Section 12(1) of the SEBI Act by acting as debenture trustee without registration.
Full text
Order in the matter of M/s Real Tulip India Limited Page 2 of 24 to as “ILDS Regulations”). 3. On enquiry by SEBI, it was observed that RTIL had made an offer of NCDs in the financial years 2011-2012, 2012-2013 (hereinafter referred to as “Offer of NCDs”) and raised at least an amount of Rs. 22,47,800 from at least 191 allottees. The number of allottees and funds mobilized has been collated from the documents collected from the company. Therefore, it was concluded that the actual number of allottees and amount mobilized could be more than the above indicated figures. It was also observed that RTIL created a charge for an amount of Rs. 50.00 Crores on January 24, 2012 and appointed Real Tulip Debenture Trust (represented by its trustees, viz. Kanan Bala Halder) as Debenture Trustee for the Offer of NCDs by that company.
Order in the matter of M/s Real Tulip India Limited Page 3 of 24 terms of redemption period, redemption value and interest rates. Further, RTIL created a charge for an amount of Rs. 50.00 Crores on January 24, 2012 and appointed Real Tulip Debenture Trust (represented by its trustees, viz. Kanan Bala Halder) as Debenture Trustee for the Offer of NCDs by the company. Real Tulip Debenture Trust (represented by its trustees, viz. Kanan Bala Halder) was not registered as debenture trustee for the offer of NCDs by that company.
Order in the matter of M/s Real Tulip India Limited Page 4 of 24 iii. RTIL and its abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; iv. RTIL shall provide a full inventory of all its assets and properties;
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/96/2017. 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.