sebi:WTM/PS/166/ERO/FEB/2016
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Facts / Headnote
Directions issued: joint and several refund of ₹71.38 lakh with 15% p.a. interest compounded half-yearly; market access restraints for four years; debenture trustee restrained; references to State Police, MCA, and show cause notice to Mr. Ram Kumar Sinha
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
- Vikdas Industries Limited
- Mr. Indranil Sinha
- Mr. Debasish Das
- Mr. Sandip Paul
- Mr. Goutam Chatterjee
- Mr. Ramen Chatterjee
- Mr. Sachin Kumar Thakur
- Mr. Jadunath Jena
- Mr. Bhabagrahi Behera
- Mr. Ram Kumar Sinha
- Vikdas Industries Debenture Trust
- Mr. Ranadeb De
Holding
SEBI held that Vikdas Industries Limited made a public issue of NCDs by allotting to more than 49 persons, thereby violating Sections 56, 60, 73, 117B, 117C of the Companies Act, 1956 and the ILDS Regulations, and directed the Company and its directors to jointly and severally refund ₹71.38 lakh with 15% interest compounded half-yearly. Vikdas Industries Debenture Trust was held to have violated Section 12(1) of the SEBI Act and Regulation 7 of the DT Regulations by acting as an unregistered and ineligible debenture trustee.
Full text
Page 2 of 19 Debentures (hereinafter referred to as ‘NCD’) and had allegedly violated the provisions of Sections 56, 60 [read with Section 2(36)], 73, 117B and 117C of the Companies Act, 1956 and the relevant provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as ‘the ILDS Regulations’). The interim order also alleged that Vikdas Industries Debenture Trust (represented by its Trustee, viz. Mr. Ranadeb De) had allegedly failed to meet the eligibility conditions specified under the SEBI (Debenture Trustees) Regulations, 1993 (hereinafter referred to as ‘DT Regulations’) and acted as an unregistered debenture trustee in violation of Section 12(1) of the SEBI Act, 1992 (hereinafter referred to as ‘SEBI Act’).
Page 3 of 19 vi. VIL 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; vii. VIL 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 VIL; viii. VIL and its abovementioned past and present Directors shall furnish complete and relevant information (as sought by SEBI letters dated February 3, 2014 and February 11, 2014), within 21 days from the date of receipt of this Order. ix. The Debenture Trustee, viz. Vikdas Industries Debenture Trust (represented by its Trustee, viz. Shri Ranadeb De), is prohibited from continuing with its assignment as debenture trustee in respect of the Offer of NCDs of VIL 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 19 5. In the meantime, the Company vide its letter dated February 12, 2015, submitted that it had raised ₹59,63,000 through secured debentures as can be seen from the audited financials for the financial year 2012-2013. The relevant forms for charge creation were uploaded with the Registrar of Companies, Kolkata (RoC). As there was no objection/ clarification from RoC, it was assumed that the issue of secured debentures was within the purview of the norms. The Company also submitted that the issue was made inadvertently and the entire amount of ₹59,63,000 has been paid back through bank and partly in cash alongwith interest to all the debenture holders, majorly during the financial year 2013-2014 and the balance during the financial year 2014-2015. Further, the audited financials of the financial year 2014-2015, will have no outstanding on account of debentures.
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Source: SecMarx — sebi:WTM/PS/166/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.