sebi:WTM/PS/172/ERO/MAR/2016
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Facts / Headnote
Directions issued: refund of money with 15% interest compounded half-yearly, prohibition from capital market access for 4 years, and action against debenture trustee for unregistered activity.
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. 25
- 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
- Infocare Infra Limited
- Mr. Kousik Patra
- Mr. Suresh Reddy
- Mr. Abhijit Chakraborty
- Mr. Arup Kumar Roy
- Mr. Aloke Singh
- Mr. Pawan Kumar Agarwal
Holding
Infocare Infra Limited made a public issue of RPSs and NCDs by allotting to more than 49 persons, thereby triggering compliance obligations under the Companies Act, 1956 and SEBI regulations, which it failed to meet; the company, its directors, and the debenture trustee are directed to refund investors with interest and are restrained from the securities market.
Full text
Page 2 of 20 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 the debenture trustee, Mr. Pawan Kumar Agarwal had acted as unregistered debenture trustee in violation of the provisions of Section 12(1) of the SEBI Act, 1992 (hereinafter referred to as ‘SEBI Act’) and the SEBI (Debenture Trustees) Regulations, 1993 (hereinafter referred to as ‘DT Regulations’).
Page 3 of 20 viii. IIL 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 IIL; ix. IIL and its abovementioned present Directors shall furnish complete and relevant information (as sought by SEBI letter dated August 4, 2014), within 21 days from the date of receipt of this Order. x. The Debenture Trustee, viz. Shri Pawan Kumar Agarwal (PAN: ADHPA8420C), is prohibited from continuing with its assignment as debenture trustee in respect of the Offer of NCDs of IIL 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 20 5. In the meantime, Mr. Pawan Kumar Agarwal vide his letter dated April 06, 2015, replied to the interim order and requested for an opportunity of personal hearing. The Company vide its letter dated April 28, 2015, filed certain documents and submitted the reply to the interim order. The Company vide this letter also requested for a time of 6-8 months for repaying the funds to the investors.
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Source: SecMarx — sebi:WTM/PS/172/ERO/MAR/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.