sebi:WTM/RKA/EFD-DRA-IV/184/2016

SEBI · SEBI · 2015-08-12 · Rajeev Kumar Agarwal, Whole Time Member

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Facts / Headnote

Interim order dated August 12, 2015 disposed of; directions issued including joint and several refund of subscription money with 15% p.a. interest, market access restraints for four years or till refund, asset disclosure, and warning to the debenture trustee.

Provisions invoked

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

Regulations

• Reg. 7
• Reg. 28
• Reg. 4(2)(a)

Parties

• Aryan Agro Projects India Limited
• Mr. Vikash Jha
• Mr. Rakesh Raushan
• Mr. Birendra Thakur
• Mr. Manoj Chouhan
• Mr. Abadh Kumar Singh
• Mr. Sheonath Sahni
• Mr. Uttam Das
• Mr. Robin Ojha
• Mr. Anil Kumar Mishra
• Mr. Shailesh Kumar Mishra
• Rising Star Life Care Solutions Private Limited

Holding

AAPIL and all its directors (present and past) were held liable for making a public issue of NCDs without complying with the Companies Act, 1956 and ILDS Regulations, and were directed to jointly and severally refund subscription money with 15% p.a. interest and restrained from capital market access for four years or till refund, whichever is later. The debenture trustee Rising Star Life Care Solutions Private Limited was warned to be cautious in future.

Full text

Order in the matter of Aryan Agro Projects India Limited Page 2 of 15 2. Pursuant to the examination, SEBI passed an ad interim order dated August 12, 2015 (hereinafter referred to as “interim order”) in respect of AAPIL and its directors, namely, Mr. Vikash Jha, Mr. Rakesh Raushan, Mr. Birendra Thakur, Mr. Manoj Chouhan, Mr. Abadh Kumar Singh, Mr. Sheonath Sahni, Mr. Uttam Das, Mr. Robin Ojha, Mr. Anil Kumar Mishra and Mr. Shailesh Kumar Mishra and the persons/ entity acting as the Debenture Trustee namely Rising Star Life Care Solutions Private Limited (hereinafter collectively referred to as “the noticees” and individually by their respective names), inter alia, in view of the following: “4.3 …. iii. … a. Under the Offer of NCDs, it is observed from the copies of Non-Convertible Debenture Certificates made available by complainants, that the same were issued by AAPIL during the Financial Years 2011–12 and 2012–13, to a total of 87 individuals/ investors. … b. … the number of allottees under the Offer of NCDs for the Financial Years 2011–12 and 2012– 13, have only been taken from the documents submitted with the complaints received by SEBI, against AAPIL. Therefore, the actual number of allottees could be many more times than the figures indicated … … … 5.1. From the material available on record, it is observed that AAPIL created a charge for an amount of `2.5 Crores and appointed Rising Star Life Care Solutions Private Limited as Debenture Trustee for the Offer of NCDs by

Order in the matter of Aryan Agro Projects India Limited Page 3 of 15 (PAN: AOQPD9121F; DIN: 02977702), Shri Robin Ojha (PAN: AAVPO4270B; DIN: 03217446), Shri Anil Kumar Mishra (PAN: AITPM9488K; DIN: 03217442) and Shri Shailesh Kumar Mishra (PAN: AJTPM9601P; DIN: 06439840), 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. AAPIL 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. AAPIL shall provide a full inventory of all its assets and properties; vi. AAPIL’s abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. AAPIL and its abovementioned 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. AAPIL 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 AAPIL; ix. AAPIL and its abovementioned past and present Directors shall co-operate with SEBI and shall furnish all i

Order in the matter of Aryan Agro Projects India Limited Page 4 of 15 5. The Debenture Trustee, viz. Rising Star Life Care Solutions Private Limited was 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 from accessing the securities market and further restraining 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-DRA-IV/184/2016. 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.