sebi:WTM/SR/NRO/70/09/2014
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Facts / Headnote
Prima facie finding that Offer of NCDs was a deemed public issue in violation of Companies Act and Debt Securities Regulations; interim directions restraining WICL and its present and past directors from mobilizing funds, issuing prospectus/offer document/advertisement, accessing/dealing in securities market, disposing/alienating/encumbering assets or diverting funds, requiring full inventory of assets and furnishing of information within 21 days, and prohibiting Shri Harish Chandra from continuing/acting as debenture trustee, 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. 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
- WICL
- Shri Avijit Chatterjee
- Shri Jadunath Jena
- Shri Bhabagrahi Behera
- Shri Sanjay Kumar Das
- Shri Gopal Dalapati
- Shri Chand Mohan Ghosh
- Shri Bajrang Lal Bohara
- Shri Harish Chandra
Holding
SEBI prima facie held that WICL's Offer of Secured Non-Convertible Redeemable Debentures, which mobilized approximately Rs 16.28 crores through 162794 NCDs, was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and issued interim restraining and disclosure directions against WICL, its present and past directors, and its debenture trustee.
Full text
Page 2 of 14 3.1 Vide letter dated May 29, 2013, SEBI also sought the following information from the Registrar of Companies ("ROC"), Kanpur, viz. –
Page 3 of 14 iv. From the material available on record, it is observed that WICL issued Secured Non– Convertible Redeemable Debentures ("NCDs") in accordance with the following terms and conditions contained in the brochure:
Page 4 of 14 6.1 In the context of the abovementioned details of the Offer of NCDs, the issue for determination in the instant matter is whether the mobilization of funds by WICL through the aforesaid Offer, is in accordance with the provisions of the SEBI Act, 1992 ("SEBI Act") read with the SEBI (Issue and Listing of Debt Securities), Regulations, 2008 ("Debt Securities Regulations"); the Companies Act, 1956 read with the Companies Act, 2013.
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Source: SecMarx — sebi:WTM/SR/NRO/70/09/2014. 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.