sebi:WTM/RKA/EFD/136/2016

SEBI · SEBI · 2014-08-25 · Rajeev Kumar Agarwal, Whole Time Member

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Facts / Headnote

Company and directors found liable; directed to jointly and severally refund subscription money with 15% p.a. interest within three months; restrained from capital market access for four years or till refund, whichever is later; debenture trustee and its representatives found guilty of acting as unregistered debenture trustee and restrained from securities market for four years.

Provisions invoked

• s. 19
• s. 12(1)
• s. 73
• s. 28A
• s. 67(3)
• s. 56
• s. 73(2)
• s. 303(2)
• s. 291
• s. 2(36)
• s. 60
• s. 56(1)
• s. 56(4)
• s. 168(1)

Regulations

• Reg. 7
• Reg. 28
• Reg. 4(2)(a)

Parties

• Matribhumi Projects (I) Limited
• Mr. Rajkrishna Palta
• Mr. Debapriya Acharya
• Mr. Netai Palta
• Mr. Susanta Kumar Chatterjee
• Ms. Piyali Sarkar
• Matribhumi Debenture Trust
• Mr. Amitava Ghosh
• Mr. Prem Kumar Singh

Holding

Matribhumi Projects (I) Limited and its directors were held liable for violating the Companies Act, 1956 and the ILDS Regulations by making a public issue of NCDs without compliance, and were directed to refund subscription money with 15% interest; Matribhumi Debenture Trust and its representatives were held guilty of acting as an unregistered debenture trustee contrary to section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustee Regulations.

Full text

Order in respect of Matribhumi Projects (I) Limited and others Page 2 of 10 (ii) “………MPL is prima facie engaged in fund mobilising activity from the public, through the Offer of NCDs and as a result of the aforesaid activity has violated the aforementioned provisions of the Companies Act, 1956 (Section 56, Section 60 read with Section 2(36), Section 73, Sections 117B–117C) read with the Debt Securities Regulations”.

Order in respect of Matribhumi Projects (I) Limited and others Page 3 of 10 ix. MPL and its abovementioned present Directors shall furnish complete and relevant information (as sought by SEBI letters dated August 25, 2014), within 14 days from the date of receipt of this Order; x. The Debenture Trustee, viz. Matribhumi Debenture Trust (represented by Shri Amitava Ghosh and Shri Prem Kumar Singh), is prohibited from continuing with its assignment as debenture trustee in respect of the Offer of NCDs of MPL 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”.

Order in respect of Matribhumi Projects (I) Limited and others Page 4 of 10 (e) After knowing about the activities of her husband, Mr. Rajkrishna Palta and Mr. Netai Palta, she had raised objections. Thereafter, her relationship with her husband turned sour. She is presently not residing with him. She does not know the whereabouts of the aforesaid persons. She is now pursuing her studies with a hope to establish herself in the society. (f) She was not a director when the complaint was made alleging non-payment of amount. She was made a director for a short period of time. She was not given access to any documents and she was kept as a ‘sleeping director’. (g) She did not commit any violation as alleged in the interim order. If any offence was committed and the provisions of the Companies Act, 1956 and SEBI Act/Regulations were found to be violated, the same was done innocently and without having any knowledge. (h) As she is not a present director in the company, there would be no need to continue with the restrictions imposed on her vide the interim order. (i) The noticee submitted that she has no access to the assets of the company and did not take any benefit in any manner from the company. Therefore, the requirement of providing full inventory of all her assets and properties does not and cannot arise. She has no assets or properties. She therefore requested SEBI to absolve her from the proceedings

Source: SecMarx — sebi:WTM/RKA/EFD/136/2016. 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.