sebi:WTM/PS/79/ERO/MAR/2015
Facts / Headnote
Directions issued: PIL and its directors directed to refund monies raised through NCDs with 15% p.a. compounded interest in case of delay; PIL prohibited from mobilizing funds, issuing offer documents, disposing of assets, and diverting funds; directors directed to provide asset inventory; public notice directed; Mr. Pulak Roy prohibited from acting as debenture trustee and restrained from securities market for 4 years; directors restrained from securities market till 4 years after completion of refunds; SEBI to refer matter to Ministry of Corporate Affairs for winding up.
Provisions invoked
- s. 19
- s. 12(1)
- s. 73
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 73(3)
Regulations relied on
- Companies Act, 1956
- SEBI (Debenture Trustees) Regulations, 1993
- SEBI (Debt Securities) Regulations, 2008
Parties
- Promotech Infratech Limited (PIL)
- Mr. Anukul Maiti
- Smt. Kanika Maiti
- Mr. Swapan Roy
- Mr. Samar Mustafi
- Mr. Atanu Halder
- Mr. Pulak Roy
Holding
The Company's issuance of NCDs to 8,593 investors (exceeding 49 persons) during 2012-13 and 2013-14 was deemed a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and the Company contravened Sections 60, 56, and 73 of the Companies Act and the ILDS Regulations. The Company, its directors, and the debenture trustee were held liable and directed to refund investor monies with interest and were restrained from securities market activities.
Full text
Page 2 of 23 Year Type of Security No. of Subscribers Total Amount (` in Crores) 2012 – 13 NCDs 7811 10.56 2013 – 14 NCDs
Page 3 of 23 "................. 9. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and 11B of the SEBI Act read with the Debt Securities Regulations and the Debenture Trustee Regulations, hereby issue the following directions –
Page 4 of 23 4. For convenience, the Company, its directors and Debenture Trustee are collectively referred to as "the noticees"). The submissions made by the noticees in response to the interim order are summarized below:
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Source: SecMarx — sebi:WTM/PS/79/ERO/MAR/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.