sebi:WTM/SR/ILO/82/11/2014
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Facts / Headnote
Interim directions issued restraining RTIL and its directors from mobilizing fresh funds, requiring inventory of assets, prohibiting disposal of properties, and prohibiting the debenture trustee from continuing in her assignment
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. 117C
- s. 56(3)
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
- Real Tulip Infratech Limited (RTIL)
- Shri Dipankar Ghosh
- Shri Tirtha Halder
- Shri Maloy Kumar Guha
- Shri Malay Halder
- Shri Prosenjit Sil
- Mrs. Kanan Bala Halder
Holding
RTIL's Offer of Non-Convertible Debentures (NCDs) to 191 investors constituted a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and RTIL prima facie violated the Companies Act, 1956, the Companies Act, 2013, and the Debt Securities Regulations. Interim directions were issued restraining RTIL, its directors, and its debenture trustee from further fund mobilization activities.
Full text
Page 2 of 16 h) Details of properties acquired from money raised from said debenture issue. i) Address of all branches of the company operating in India. j) Details of any broker employed for said issue including name and amount of brokerage paid. k) Certified copy of audited financial statements for all the financial years during which funds were raised till 2012-13. l) Copy of Income Tax Return filed by the company for the years referred at (k) above. m) Details of the regulatory approvals obtained by the company, if any, for said debenture issue. n) Details of other fund raising from public in form of debentures/ or other manner (if any) by the company or its group/associate company. o) Details of any action initiated/ taken by any other authority (including any court
Page 3 of 16 3.2 Vide letter dated December 19, 2013 and December 31, 2013 ROC, Gwalior provided copy of Form 10 filed for registration of charges for debentures by the company with ROC and information/documents submitted by the company in reply to queries by ROC. The company in its reply to ROC also stated that “We would like to inform you that, our modus operandi for collection of funds through debentures to improve cash flow of business against security provided as mentioned in form 10, form 23 and debenture trust. We also inform you that total collection of fund by issue of debentures i.e. Rs.17,63,300/- for the period from 05/02/2012 to 31/12/2012 not matched with the gross deposits of our current account a/c no. 07122320000259 at HDFC Bank Ltd., Barrackpore branch for Rs. 49, 17,240/- for the period from 17/4/2012 to 24/12/2012 as we have only bank a/c till date and we deposited all funds and income of the company into the said current account.”
Page 4 of 16 ii. The Directors in RTIL are Shri Dipankar Ghosh , Shri Tirtha Halder, Shri Maloy Kumar Guha , Shri Malay Halder, Shri Prosenjit Sil.
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Source: SecMarx — sebi:WTM/SR/ILO/82/11/2014. 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.