sebi:WTM/PS/158/ERO/FEB/2016
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Facts / Headnote
Directions issued prohibiting Dreamland Industries Limited and its directors from mobilizing funds, accessing the securities market, and disposing of assets; refund of money collected through NCDs with 15% per annum interest compounded half-yearly directed; Debenture Trustee restrained from acting as debenture trustee.
Provisions invoked
- s. 11A
- s. 19
- s. 12(1)
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 117B
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 67
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 117C
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. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Dreamland Industries Limited
- Shri Ranjit Ghosh
- Shri Mrityunjoy Modak Bhowmik
- Shri Anuva Ghosh
- Shri Sukumar Ghosh
- Shri Haradhan Acharjee
- Drealand Debenture Trust (represented by its Trustee, Ms. Kakali Mahanta)
Holding
Dreamland Industries Limited made a public issue of NCDs by allotting to more than 49 persons, thereby attracting the public issue norms under the Companies Act, 1956 and SEBI Act, and the Company and its directors are liable to refund the money collected with interest at 15% per annum compounded half-yearly. The Debenture Trustee, Drealand Debenture Trust, violated Section 12(1) of the SEBI Act and Regulation 7 of the DT Regulations by acting without SEBI registration and without meeting eligibility conditions.
Full text
Page 2 of 16 2. In order to protect the investors who have subscribed to the impugned offer and issue of NCDs and to prevent the Company from further carrying on with its fund mobilizing activity under the offer of NCDs, SEBI had issued the following directions: “… …
Page 3 of 16 Order, file its reply, if any, to this Order and may also indicate whether it desires to avail itself an opportunity of personal hearing on a date and time to be fixed on a specific request made in that regard.
Page 4 of 16 6. I have considered the interim order and the material available on record. The following are the observations from the interim order: “… i. DIL was incorporated on December 30, 2010, with the ROC, Kolkata with CIN No. as U15500WB2010PLC156454. Its Registered Office is at AC–213, Prafulla Kanan, 2nd Floor, Krishnapur, P.O.–Prafulla Kanan, Kolkata–700101, West Bengal, India. ii. The present Directors in DIL are Shri Ranjit Ghosh, Shri Mrityunjoy Modak Bhowmik, Shri Anuva Ghosh, Shri Sukumar Ghosh and Shri Haradhan Acharjee. iii. From the material available on record, it is noted that DIL issued Secured Redeemable Non - Convertible Debentures ("Offer of NCDs"), details of which are provided below - Year Type of Security Amount Raised (₹ in Crores) Number of Allottees 2012–13 Secured Redeemable Non – Convertible Debentures 0.34 85 iv. Further, from the documents annexed with the complaints received by SEBI, it is observed that DIL issued the abovementioned NCDs in accordance with the following terms and conditions, viz. – Size of the Issue: ₹10 Crores Scheme I: Project Profit Distribution Secured Redeemable Debentures Plan A B C D E F Issue Price (Minimum 10 Debentures) (₹) 1000 Maturity Value (₹) 1130 1521 2100 3092 5500 11000 Redemption Period 1 Year 3 Years 5 Years 7 Years 10 Years 14 Years No. of Debentures Applied
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Source: SecMarx — sebi:WTM/PS/158/ERO/FEB/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.