sebi:WTM/RKA/EFD/175/2016

SEBI · SEBI · Rajeev Kumar Agarwal, Whole Time Member

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Facts / Headnote

Company and directors held liable for contravention of Companies Act, 1956 and ILDS Regulations; directed to jointly and severally refund ₹203.05 lakhs with 15% p.a. interest within three months; directors restrained from securities market for four years or till refund, whichever is later; debenture trustees held liable for acting as unregistered debenture trustees and prohibited 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. 291
• s. 2(36)
• s. 60
• s. 56(1)
• s. 56(4)
• s. 14B

Regulations

• Reg. 7
• Reg. 28
• Reg. 4(2)(a)

Holding

Eris Energy Limited and its past and present directors were held liable for contravening the Companies Act, 1956 and ILDS Regulations by making a public issue of NCDs without compliance, and were directed to jointly and severally refund the money collected with 15% p.a. interest. The three debenture trustees were held liable for acting as unregistered debenture trustees in contravention of section 12(1) of the SEBI Act and regulation 7 of the Debenture Trustee Regulations.

Full text

Order in respect of Eris Energy Limited and others Page 2 of 12 Debdulal Banik Chowdhury, Mr. Avjit Chowdhury, Mr. Roy Sougata, Mr. Arjan Saha, Mr. Subrata Das, Smt. Sumita Das, Mr. Sekhar Chandra Koley and Mr. Himdari Bag and the persons engaged as debenture trustees, namely, Mr. Rabin Kundu, Mr. Pallab Pandit and Mr. Bijay Sarkar {collectively referred to as “noticees”}, in view of the following:

Order in respect of Eris Energy Limited and others Page 3 of 12 Saha (DIN: 02457813; PAN: AVIPS6571K), Subrata Das (DIN: 02457681; PAN: AEYPD5580Q), Smt. Sumita Das (DIN: 02645151; PAN: AHTPD9166G), Shri Sekhar Chandra Koley (DIN: 06454703; PAN: BUOPK8353F), Shri. Himdari Bag (DIN: 02729318; PAN: AJXPB3796L), are prohibited from issuing prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iv. EEL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. EEL shall provide a full inventory of all its assets and properties; vi. EEL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. EEL and its present 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; viii. EEL 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 EEL; ix. EEL and its abovementioned past and present Directors shall furnish complete and relevant informa

Order in respect of Eris Energy Limited and others Page 4 of 12 5. The Debenture Trustee, viz. Mr. Rabin Kundu, Mr. Pallab Pandit and Mr. Bijay Sarkar were advised to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act including restraining them from accessing the securities market and further restraining them from buying, selling or dealing in securities, in any manner whatsoever, for an appropriate period should not be issued.

Source: SecMarx — sebi:WTM/RKA/EFD/175/2016. 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.