sebi:WTM/SR/SEBI-WRO:ILO/IMD/134/06/2015
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Facts / Headnote
Interim prohibitory directions issued against ARDIL, its Directors and Debenture Trustees; show cause notice issued as to why further directions under Sections 11(1), 11(4), 11A and 11B of the SEBI Act should not be imposed
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. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 73(2)
- s. 56(1)
- s. 117C
- s. 56(3)
Regulations
- Reg. 7
- Reg. 14
- Reg. 12
- Reg. 19
- Reg. 15
- Reg. 16
- Reg. 26
- Reg. 8
- Reg. 6
- Reg. 17
- Reg. 4(2)(a)
- Reg. 4(2)(b)
- Reg. 4(2)(c)
- Reg. 9
- Reg. 4(2)(d)
- Reg. 4(3)
- Reg. 4(4)
- Reg. 5(2)(b)
Parties
- Active Real Developers India Limited (ARDIL)
- Shri Dilip Kumar Diwakar
- Shri Polaki Umashankar Rao
- Shri Ganesh Kumar Singh
- Ms Vandana Saha
- Active Debenture Trust (Shri Abhinash Kumar Jha and Shri Jagdish Kumar Singh)
Holding
The Offer of NCDs by ARDIL to approximately 2500 investors prima facie qualifies as a public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, and ARDIL prima facie violated Sections 56, 60 read with 2(36), 73, 117B, 117C of the Companies Act, 1956 and the Debt Securities Regulations. Interim prohibitory directions were issued against ARDIL, its Directors and its Debenture Trustees, with a show cause notice as to why further directions should not be imposed.
Full text
Page 2 of 18 2.1 As a matter of preliminary inquiry, SEBI, vide letter dated November 20, 2013 advised ARDIL to provide details of funds mobilized by it from the general public. In response, one of the Directors of ARDIL, viz., Sri Polaki Umashankar Rao, visited SEBI Indore office and submitted ARDIL’s reply vide letter dated December 04, 2013. ARDIL vide the said letter inter alia submitted copies of Memorandum and Articles of Association, details of past and present directors, brochure cum application form, secured debentures certificate issued to subscriber, audited financial statements for financial year 2011-12 and 2012-13, income tax returns for financial year 2011-12 and 2012-13, etc. ARDIL further informed that that they were co-ordinating with RoC, Gwalior and were in the process to redeem their liability within February 15, 2014. It was also informed that they are dissolving the Debenture Trust within February 15, 2014 and in this regard, they have filed Form 17 with RoC-Gwalior for dissolution of Debenture Trust.ARDIL provided a copy of a letter dated December 03, 2013 addressed to RoC, Gwalior (in response to RoC’s letter dated October 11, 2013) informing of their decision to dissolve the Debenture Trust.
Page 3 of 18 a. Date of opening and closing of debenture issue; b. Name and address of person(s) to whom debentures were allotted, with details including face value of debenture, number of debenture allotted, date of allotment, distinctive number, etc; c. To provide details regarding date of charge creation in RoC, charge identification number, etc; d. Amount mobilized by issue of debentures till date and amount refunded to investors; e. To indicate whether the persons to whom debentures were allotted were still the holders of these debentures and details of debentures transferred by allottees, if any; f. Names and addresses of debenture trustees and whether these trustees are registered with SEBI; g. Details of persons managing the affairs of Active Debenture Trust; h. Details of properties secured against the charge of `10 Crore registered for the secured debenture issue on September 05, 2011 and valuation reportfor these properties.
Page 4 of 18 i. ARDIL was incorporated on August 12, 2011 with the RoC, Gwalior under CIN U45200MP2011PLC026581with its registered office at U.F.T Road, Ranjhi, Jabalpur- 482005 (Madhya Pradesh) Subsequently, the registered office address was changedfrom March 12,2012 to Bardadeeh Chowk, Mukhtiyar Gang, Rama Krishna Aasram, Satna:- 485001 (Madhya Pradesh) and from December 20,2012 to C/o SachinVishwakarma, House No. 290, Satna Building, MalviyaChowk, Jabalpur, Madhya Pradesh-482002.
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Source: SecMarx — sebi:WTM/SR/SEBI-WRO:ILO/IMD/134/06/2015. 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.