sebi:WTM/PS/63/ERO/SEPTEMBER/2015
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Facts / Headnote
Held NCD and RPS issues were deemed public issues in violation of Companies Act, 1956 and Debt Securities Regulations; directed BKSIL and its four directors to refund all money collected through NCDs and RPS with 15% p.a. interest compounded half-yearly via demand draft/pay order, with public notice, asset inventory, escrow of sale proceeds and CA-certified compliance report; restrained company/directors from securities market for 4 years from completion of refunds; restrained unregistered debenture trusts/trustees from securities market/intermediary activity for 4 years; provided for recovery under Section 28A SEBI Act and references for civil/criminal/winding-up on default.
Provisions invoked
- s. 11
- s. 19
- s. 12(1)
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 27(2)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 16(1)
- Reg. 107
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Holding
BKSIL's offers/allotments of Secured Non-Convertible Redeemable Debentures (Rs.200 crore) and Redeemable Preference Shares (Rs.4.95 crore) to more than 49 persons were deemed public issues and violated Sections 56(1), 56(3), 60, 73(1)-(3), 117B, 117C of Companies Act, 1956 and Debt Securities Regulations, with unregistered debenture trustees violating Section 12(1) SEBI Act; BKSIL and its four directors were directed to jointly and severally refund with 15% interest and were restrained from the market.
Full text
Page 2 of 27 of respective provisions of the SEBI Act, 1992 ("SEBI Act"), the Companies Act, 1956, SEBI passed an interim order dated September 5, 2014and issued directions mentioned therein against BKSIL and its Directors, viz., Shri Prabir Kumar Chattopadhyay, Shri Pradip Kumar Das, Shri Gulzar Ahmed and Shri Firoz Hossain. Similarly directions were issued vide the said interim order against the Debenture Trustees, viz. Bharat Krishi Secured Debenture Trust (through its Trustee viz. Shri Swadesh Banerjee) and Bharat Krishi Secured Debenture Development Trust (through its Trustees viz. Shri Amit Samanta and Shri. Jagdish Chandra Nag). 2.1 Prima facie findings/allegations: In the said interim order, the following prima facie
Page 3 of 27 TERMS & CONDITIONS OF THE SECURED NON–CONVERTIBLE REDEEMABLE DEBENTURES PLAN- 1 A B C D E F Redemption Value in Rs. 1150 1500 2000 4000 6000 10000
Page 4 of 27 Category B Plan A B C D E Redemption Period (Years) 2.6 4.6 6.6 9 11 Minimum Investment(₹ ) 1000 1000 1000 1000 1000 Indicative Return (₹ ) 500 1000 3000 5000 9000 Redemption Value(₹ ) 1500 2000 4000 6000 10000
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Source: SecMarx — sebi:WTM/PS/63/ERO/SEPTEMBER/2015. 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.