sebi:WTM/PS/14/IMD-ERO/APR/2016
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Facts / Headnote
Held NCD offer was illegal deemed public issue; directed Company and 7 directors jointly and severally to refund with 15% p.a. compounded half-yearly, inventory of assets, 4-year securities market and capital market access bar till 4 years after refunds, recovery under section 28A on default; restrained Sankalp Debenture Trust and its Trustee from acting as intermediary/accessing/dealing in securities market for 4 years; without prejudice to adjudication/prosecution and references to State Police and MCA.
Provisions invoked
- s. 11A
- s. 19
- s. 12(1)
- s. 27
- s. 55A
- s. 28A
- s. 4A
- s. 67(3)
- s. 117B
- s. 73(2)
- s. 29
- s. 291
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 73
- s. 56(4)
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 28
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- 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
- Sankalp Projects Limited
- Shri Toofan Chandra Dey
- Shri Tapan Mondal
- Shri Kshitish Chandra Mandal
- Shri Triveni Prasad Baranwal
- Shri Rakesh Chandra Mondal
- Shri Saugata Ganguly
- Shri Anirudhha Bhattacharya
- Sankalp Debenture Trust
- Smt. Moumita Bhowmick
Holding
Sankalp Projects Limited made a deemed public issue of Secured Non-Convertible Redeemable Debentures to more than 49 persons without prospectus, listing and other compliances, violating sections 56, 60, 73, 117B, 117C of Companies Act, 1956 and ILDS Regulations; Company, its present and past directors held jointly and severally liable to refund with interest and restrained from securities market, and Sankalp Debenture Trust held to have acted as unregistered debenture trustee in violation of section 12(1) SEBI Act and regulation 7 DT Regulations.
Full text
Page 2 of 21 and had allegedly violated the provisions of sections 56, 60 read with section 2(36), 73, 117B and 117C of the Companies Act, 1956 read with the Companies Act, 2013 and the relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“the ILDS Regulations”). The interim order also alleged that the debenture trustee, Sankalp Debenture Trust (represented by its Trustee, Smt. Moumita Bhowmick), allegedly failed to meet the eligibility conditions specified under regulation 7 of the SEBI (Debenture Trustees) Regulations, 1993 ("DT Regulations") and acted as an unregistered debenture trustee in violation of section 12(1) of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”).
Page 3 of 21 vi. SPL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. SPL 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 NCDs, without prior permission from SEBI; viii. SPL and its abovementioned present Directors shall not divert any funds raised from public at large through the Offer of NCDs, which are kept in bank account(s) and/or in the custody of SPL; ix. SPL and its abovementioned past and present Directors shall co-operate with SEBI and shall furnish all information/documents sought vide letters dated August 29, 2014; x. The Debenture Trustee, viz. Sankalp Debenture Trust (represented by its Trustee, viz. Smt. Moumita Bhowmick), are prohibited from continuing with their assignment as debenture trustee in respect of the Offer of NCDs of SPL and also from taking up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the date of this order till further directions”.
Page 4 of 21 5. In response, Mr. Triveni Prasad Baranwal, vide letter dated May 13, 2015 inter alia submitted that he had replied to the previous letters of SEBI. As he was not keeping well, he was not able to immediately respond to the interim order. He submitted that he wished to resolve the problems of the Sankalp group and wanted to make oral submissions instead of written submissions in order to state true facts so that investors could get back their money.
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Source: SecMarx — sebi:WTM/PS/14/IMD-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.