sebi:WTM/PS/180/IMD-ERO/MAR/2016
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Facts / Headnote
Directions issued: joint and several refund of Rs.18.03 crore with 15% p.a. interest compounded half-yearly; market access ban for 4 years from completion of refunds; debenture trustee restrained for 4 years; references to MCA, State Government/Police, and RoC; SEBI directed to examine other former directors.
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. 56(3)
- s. 73
- s. 56(4)
- s. 117C
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
- Silicon Projects India Limited
- Bijay Pratap Mishra
- Biswajit Bera
- Asesh Mitra
- Tapan Sahoo
- Jugal Kishor Gupta
- Swarup Kumar Dutta
- Tushar Jana
- Debashis Dey
- Afzal Hussain
Holding
Silicon Projects India Limited made a public issue of NCDs by allotting to more than 406 persons, thereby violating sections 56, 60, 73, 117B and 117C of the Companies Act, 1956 and the ILDS Regulations; its directors (past and present) are jointly and severally liable to refund Rs.18.03 crore with 15% interest, and the debenture trustee acted unregistered in violation of section 12(1) of the SEBI Act and regulation 7 of the DT Regulations.
Full text
Page 2 of 24 Convertible Redeemable Debentures (hereinafter referred to as "NCDs") 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, Mr. Afzal Hussain 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 24 vi. SPIL and its abovementioned 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. SPIL 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 SPIL; viii. SPIL shall furnish complete and relevant information within 21 days from the date of receipt of this
Page 4 of 24 17, 2012 to May 27, 2013. The noticee further submitted that he did not attend any board meeting of the Company during his tenure and did not sign any documents or statements as he did not have the power to do so. He requested for a hearing in Kolkata.
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Source: SecMarx — sebi:WTM/PS/180/IMD-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.