sebi:WTM/SR/ERO/02/01/2015
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Facts / Headnote
Interim directions issued restraining SPIL and its directors from mobilizing fresh funds, accessing the securities market, disposing of assets, and diverting funds; debenture trustee prohibited from acting as such; replies called within 21 days
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- s. 22
- s. 73
- s. 4A
- s. 30
- s. 67(3)
- s. 67
- s. 117B
- s. 56
- s. 73(2)
- s. 465
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 117C
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Silicon Power Infra Ltd (SPIL)
- Mr. Jugal Kishor Gupta
- Mr. Bijay Pratap Mishra
- Mr. Swarup Kumar Dutta
- Mr. Biswajit Bera
- Mr. Tushar Jana
- Mr. Asesh Mitra
- Mr. Debashis Dey
- Mr. Tapan Sahoo
- Mr. Afzal Hussain
Holding
SPIL's Offer of NCDs, though stated to be a private placement, was prima facie a public issue made to more than 50 persons, and SPIL prima facie violated the Companies Act, 1956 (Sections 56, 60 read with 2(36), 73, 117B, 117C) and the Debt Securities Regulations. Interim directions were issued restraining SPIL, its directors, and its debenture trustee from further fund mobilization and market activity.
Full text
Page 2 of 18 b. Details regarding the number of application forms circulated inviting subscription for debentures. c. Details regarding the number of applications received. d. Details regarding the number of allotees and list of such allottees. e. Number of debentures allotted and value of such allotment against each allottee’s name. f. Details regarding subscription amount raised. g. Date of allotment of the debenture. h. Copies of the minutes of Board/ committee meeting in which the resolution has been passed for allotment. i. Date of dispatch of debenture certificates etc. j. Details of the total number of applicants for each of its scheme besides the list of final allottees. k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of debentures l. Terms and conditions of the issue of debentures.
Page 3 of 18 It was also inter alia mentioned in the aforesaid letter dated December 18, 2012 that- i. "Mr. Tushar Jana is the key managerial person of the company. ii. Date of opening is the Registration date/Approval date from RoC/Ministry of Corporate Affairs 22.07.2011 under 2nd series and it is under private placement re 21/10/2009 under 1st series, now we have completed and repaid Rs. 5 Crores to all members from those we have collected Rs. 4,42,90,000/-. After completion the total formalities we are ready to the Form 17 u/s- 137& 138 of the Companies Act, 1956 (satisfaction of charge) in RoC/MCA within the stipulated period. iii. The circulation was completed within 38 nos. of members under II series in where we have got the Approval/Registration up to Rs. 30 Crores from MCA on 22/07/2011 initiated and the same quantity forms offered, to the members under 2nd series. iv. The total 13,60,258 nos. of debentures issued till date and Rs. 100/- is the each value per debenture. v. Date of allotment was 22nd July, 2011. vi. There are various dates to issue debenture. the debenture under 2nd series is still continue."
Page 4 of 18 2.6 SEBI also received a letter dated January 24, 2014 from the Registrar of Companies ("ROC"), Kolkata stating that they have received a complaint regarding issue of debentures by SPIL. RoC, Kolkata also inter alia provided the following information: i. "On 07/11/2009, the company filed one e-form-10 (Date of creation and execution of Trust deed on 21/10/2009) with regard to issue of NCDs of Rs.5,00,00,000/-. ii. On 22/07/2011, the company filed another e-form-10 (Date of creation and execution of Trust deed on 19/07/2011) with regard to issue of NCDs of Rs.30,00,00,000/-. iii. In Balance sheet of the Company as at 31/03/2012, it is shown that Long term Borrowing through issue of debentures is Rs. 17.19 Crores. iv. It reveals from the annual return of the company filed for the year ended 31/03/2012 and 31/03/2011 that as on 30/09/2012, the amount of issued debentures is Rs. 17,19,16,700/- and as on 30/09/2011, the amount of issued debentures is Rs. 4,74,42,741/-. No list of such debenture holders are available with this office."
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Source: SecMarx — sebi:WTM/SR/ERO/02/01/2015. 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.