sebi:WTM/SR/ERO/44/08/2014
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Facts / Headnote
MBK and its three directors restrained from mobilizing funds via Offer of SRDs or any securities, issuing prospectus/offer document/advertisement, and accessing/dealing in securities market; directed not to dispose/alienate/encumber/divert assets or funds raised, to provide full inventory of assets/properties, and to furnish complete information sought on March 28, 2014 within 21 days; debenture trustee prohibited from continuing assignment for MBK and from new assignments; directions effective immediately until further orders with 21 days to reply and seek personal hearing.
Provisions invoked
- s. 11
- s. 12(1)
- s. 55A
- 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. 56(3)
- s. 465(2)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 16(1)
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- MBK Business Development India Limited
- Shri Prafulla Kumar Kundu (DIN: 02725120)
- Shri Saikat Roy (DIN: 06591224)
- Shri Anshuman Ghosh (DIN: 06591238)
- Trustees of Secured Debentures Trust of MBK Business Development India Limited (represented by Shri Ram Sundar Bhattacharya and Smt. Pratima Roy)
Holding
SEBI prima facie held MBK's Offer of Secured Redeemable Debentures to 4,518 investors was a deemed public issue that violated Sections 56, 60, 73, 117B-117C of the Companies Act, 1956 read with Section 67 and the Debt Securities Regulations, and issued interim restraining, asset-freeze, inventory and disclosure directions against MBK, its three directors and its unregistered debenture trustee.
Full text
Page 2 of 16 c. Details regarding the number of applications received; d. Details regarding the number of allottees and list of such allottees; e. Number of Non-Convertible Debentures allotted and value of such allotment against each allottee's name. f. Details regarding subscription amount raised; g. Date of allotment of Non-Convertible Debenture certificates; h. Copies of the minutes of Board/Committee meeting in which the resolution has been passed for allotment; i. Date of dispatch of Non-Convertible Debentures; j. Details of the total number of applicants for each of MBK's scheme besides the list of final allottees; k. Copies of application forms, pamphlets, advertisements and other promotional material circulated for issuance of Non-Convertible Debentures. l. Terms and conditions of the issue of Non-Convertible Debentures.
Page 3 of 16 holders. MBK replied to SEBI vide letter dated October 7, 2013, wherein while seeking extension of 21 days, submitted the Audited Accounts for the Financial Year 2011–12.
Page 4 of 16 3.2 Subsequently, vide letter dated August 6, 2014, the ROC informed SEBI that: "(it) had issued a letter dated 2.11.2012 to the company calling for information. On 23.11.2012, an order under Section 234(3A) of the Companies Act, 1956, was issued to the company for furnishing information not yet submitted by the company. The company replied by letter dated 29.11.2012, wherein it was stated that the company collected debenture monies of 9.07 Crore and 1.42 Crore was paid back to the investors on request, leaving a balance of 7.65 Crore. No documentary evidence regarding such repayment of debentures was attached to the letter. Further, as stated in this office letter …dated 21.5.2014, the charge ID regarding charge created relevant to the debentures remain active as on date. If the debentures were repaid, the company would have proceeded to file particulars of satisfaction of the charge with this office."
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Source: SecMarx — sebi:WTM/SR/ERO/44/08/2014. 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.