sebi:WTM/PS/13/ERO/APR/2016

SEBI · SEBI · Prashant Saran, Whole Time Member

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Facts / Headnote

Company and eight directors held jointly and severally liable to refund RPS and NCD money with 15% p.a. interest compounded half-yearly; company, directors and Tribhuvan Agro Debenture Trust and its trustees restrained from securities market with further 4-year restraint after refunds and other consequential directions for recovery, inventory, escrow and referrals.

Provisions invoked

• s. 11A
• s. 19
• s. 12(1)
• s. 81
• s. 27
• s. 55A
• s. 73
• s. 28A
• s. 4A
• s. 67(3)
• s. 117B
• s. 56
• s. 73(2)
• s. 291
• s. 67(1)
• s. 67(2)
• s. 67
• s. 73(1)
• s. 2(36)
• s. 60

Regulations

• Reg. 7
• Reg. 6
• Reg. 16
• Reg. 9
• Reg. 17
• Reg. 12
• Reg. 8
• Reg. 15
• Reg. 14
• Reg. 4(4)
• Reg. 4(2)(a)
• Reg. 19
• Reg. 26
• Reg. 107
• Reg. 4(2)(b)
• Reg. 111(1)
• Reg. 111(2)
• Reg. 4(2)(d)
• Reg. 4(2)(c)
• Reg. 5(2)(b)

Parties

• Tribhuvan Agro Project Limited
• Mr. Mohammed Sunwas Ali
• Mr. Shaikh Mokhlesur Rahaman
• Mr. Amal Sen
• Mr. Aloke Das
• Mr. Sidhartha Sardar
• Mr. Pradip Sardar
• Mr. Ranjit Gope
• Mr. Mihir Baisnob
• Tribhuvan Agro Debenture Trust
• Mr. Sukumar Mondal
• Mr. Sanjay Nayak
• Mr. Sujit Kumar Goswami
• Mr. Rajib Das

Holding

Tribhuvan Agro Project Limited made deemed public issues of Redeemable Preference Shares to 10,882 persons and NCDs to 70 investors without prospectus, listing and other public-issue compliances and must jointly and severally with its directors refund the collections with 15% p.a. interest compounded half-yearly; Tribhuvan Agro Debenture Trust acted as unregistered debenture trustee in violation of Section 12(1) SEBI Act and Regulation 7 DT Regulations.

Full text

Page 2 of 22 referred to as ‘Tribhuvan’ or ‘the Company’) is prima facie engaged in fund mobilising activity from the public, through the Offer of Redeemable Preference Shares (hereinafter referred to as ‘RPS’) and Secured Redeemable Non-Convertible Debentures (‘NCD’) had allegedly violated the provisions of Sections 56, 60 (read with Section 2(36)), 67, 73 117B and 117C of the Companies Act, 1956; the SEBI (Disclosure and Investor Protection) Guidelines 2003 (hereinafter referred to as 'DIP Guidelines') read with the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 (hereinafter referred to as 'ICDR Regulations') and the relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as ‘the ILDS Regulations’).

Page 3 of 22 03382493), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. TAPL and its abovementioned past and present 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. TAPL shall provide a full inventory of all its assets and properties; v. TAPL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vi. TAPL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares and Offer of NCDs, without prior permission from SEBI; vii. TAPL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares and Offer of NCDs, which are kept in bank account(s) and/or in the custody of TAPL; viii. The Debenture Trustee, viz. Tribhuvan Agro Debenture Trust (represented by its Trustees, viz. Shri Sukumar Mondal, Shri Sanjay Nayak, Shri Sujit Kumar Goswami, Shri Rajib Das and Shri Mohammed Sunwas Ali), is prohibited from continuing with its assignment as debenture trustee i

Page 4 of 22 the debenture trustee namely Tribhuvan Agro Debenture Trust vide letters dated February 25, 2015. The letters issued to Mr. Shaikh Mokhlesur Rahaman, Mr. Amal Sen and Mr. Aloke Das had returned undelivered. The letter of Mr. Aloke Das had returned undelivered with the remark ‘deceased’, however, no supporting document was provided. Mr. Ranjit Gope and the Company vide letters dated March 12, 2015 and March 16, 2015 respectively, replied to the interim order.

Source: SecMarx — sebi:WTM/PS/13/ERO/APR/2016. 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.