sebi:WTM/PS/82/WRO/MAR/2015
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Facts / Headnote
Interim directions restraining the company and its promoters/directors from mobilizing funds, disposing of assets, and accessing the securities market; debenture trustee prohibited from continuing as trustee; show cause notices issued to all noticees
Provisions invoked
- s. 24
- s. 19
- s. 12(1)
- s. 11(2)
- s. 55A
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 117B
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 132
- s. 73(3)
Regulations
- Reg. 7
- Reg. 3
- Reg. 5
- Reg. 2(1)
- Reg. 107
- Reg. 57
- Reg. 6A
- Reg. 25
- Reg. 6
- Reg. 4(2)
- Reg. 59
- Reg. 36
- Reg. 2(1)(k)
- Reg. 46
- Reg. 47
Parties
- Sunshine Hi-Tech Infracon Limited
- Mr. Ramesh Chandra Nayak
- Mr. Parmanad Prajapat
- Mr. Dinesh Nayak
- Mr. Rakesh Arya
- Mr. Dinesh Bhuriya
- Mr. Deepak Kumar Gehlot
- Guru Krupa Trustee Company Private Limited
Holding
SEBI held that Sunshine Hi-Tech Infracon Limited made a public issue of Optionally Convertible Unsecured Debentures by offering them to more than 49 persons, thereby triggering the first proviso to section 67(3) of the Companies Act, 1956, and issued interim directions restraining the company, its promoters and directors from mobilizing funds and disposing of assets, and prohibiting the unregistered debenture trustee from continuing in its role.
Full text
Page 2 of 17 Financial Consultant.... Consultancy Service in various filed such as Financial, Industrial, Public Relation, Real Estate Consultant, Foreign Collaborations, Joint Venture Agreement, Debentures, Foreign Investment, Transfer or Exchange of Technology between India and/or Foreign Companies." (e) Permanent Account Number (PAN) Card of the Company - PAN : AARCS2487F. (f) Notice dated April 02, 2012 issued by the Company in the 'Business Standard' soliciting subscription to the its issue of 5000 Partly Paid Optionally Convertible Unsecured Debentures of Rs.3000/- each at par of the aggregating nominal value of Rs.1.5 crores on private placement basis carrying interest (as per terms and conditions) under the authority of the resolution passed by the Company in its Extra- Ordinary General Meeting held on March 16, 2012. (g) Copies of Form-23. (h) The Company offers various payment/subscription plans with respect to its issue of Partly Paid Optionally Convertible Unsecured Debentures (OCDs). These plans were in the nature of installment plans and lump sum payment plans. Various plans as mentioned in the Brochure were the following : Plan SHD - 1 : Installment Plan (3 years) Plan SHD - 2 : Installment Plan (5 years) Plan SHD - 3 : Installment Plan (6 years) Plan SHD - 4 : Installment Plan (4 years) Plan MIP-A : Installment Payment (6 years) Plan SHF-1 : one time fully paid debenture (3 years) Plan SHF-2 : One time fully paid debenture (5 years)
Page 3 of 17 Plan SHF - 1 : One time fully paid debenture (3 years) Sr. No. Debenture Amt. Maturity A.D.C. 1 5,000 7,100 Nil 2 10,000 14,200 Nil 3 20,000 28,400 Nil 4 25,000 35,500 Nil 5 50,000 71,000 Nil 6 1,00,000 1,42,100 Nil
Page 4 of 17 h) Details of past and present directors of the Company and its group companies / associate companies. 4. In response, the Company vide letter dated December 21, 2013 submitted as under: a) SHIL has offered and issued OCDs amounting to Rs.1,02,96,000/- through private placement to thirty eight (38) individuals without a right of renunciation in favour of others. The said OCDs are not offered to the public and hence the requirement of filing offer document/offer letter with SEBI is not applicable. b) Compliance with section 117B of Companies Act, 1956 and the ILDS Regulations are not required as the OCDs are not offered to general public and the Company did not intend to list the OCDs. c) The Company has complied with RoC formalities. The Company contended that the OCDs issued by it through private placement do not fall under the jurisdiction of SEBI as the number of persons to whom private placement was made did not exceed 49. As debentures are allotted to 38 persons, the proviso to section 67(3) of the Companies Act, 1956 does not apply and therefore the requirement of listing them in terms of section 73(1) is not attracted. The Company further contended that powers granted to SEBI under section 55A of the Companies Act, 1956 becomes ineffective in its case.
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Source: SecMarx — sebi:WTM/PS/82/WRO/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.