sebi:WTM/SR/WRO/23/02/2015
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Facts / Headnote
Interim directions issued restraining AIL and its directors from mobilizing fresh funds, accessing the securities market, and disposing of assets; debenture trustee prohibited from continuing assignment; 21 days granted for reply and personal hearing request.
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. 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
- Adamant Infraprojects Ltd (AIL)
- Shri Indrajit Kumar Sharma
- Shri Jitendra Kumar Sharma
- Shri Anand Mohan
- Adamant Debenture Trust (represented by its trustee Smt. Sushmita Sinha)
Holding
AIL's offer of NCDs to 306 investors constitutes a public issue under Section 67(3) of the Companies Act, 1956, attracting listing, prospectus, and debenture trustee requirements, and AIL has prima facie violated the Companies Act, 1956 and the Debt Securities Regulations. Interim directions were issued restraining AIL, its directors, and its unregistered debenture trustee from further fund mobilization and securities market activity.
Full text
Page 2 of 16 d. Copy of minutes of EGM of the company approving allotment of debentures and board minutes approving allotment. e. Brochures/advertisement pertaining to debenture issue, which were made available to the public. f. Copies of duly filed application forms received from investors/applicants who applied in the debenture issue. g. Name, address of each investor, date of receipt of payment, amount received from issuance of debentures and date of allotment. h. Details of properties acquired from money raised from said debenture issue. i. Addresses of all the branches operating in India. j. Name and amount of brokerage paid to the broker employed, if any, for said issue. k. Certified copy of audited financial statement 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/associates company. o. Details of any action initiated/ taken by any other authority (including any court
Page 3 of 16 6. Subsequently, AIL vide letter dated May 16, 2014 inter alia provided the following information/documents : a. Names, addresses and PAN numbers of Directors b. Copy of minutes of EGM of the company and copy of Board minutes approving allotment of debentures c. Copy of Application Form cum brochure for offer of Non- Convertible Redeemable Secured Debentures ('NCDs') of Series II d. List of debenture holders e. Copy of Financial Statements for FY 2012-13 f. Copy of Income Tax Return for FY 2013-14 g. Copy of Form 10 and copy of Certificate of Registration of Mortgage.
Page 4 of 16 i. AIL was incorporated on March 28, 2012 with the RoC, Gwalior with CIN No. as U70101MP2012PLC028092 and its Registered Office is situated at 214 Badridham Nagar, PO & PS: Dewas, Dewas, Madhya Pradesh- 455001. ii. The directors of AIL are Shri Indrajit Kumar Sharma, Shri Jitendra Kumar Sharma and Shri Anand Mohan. iii. It is observed from the information submitted by AIL that the board of directors of the company and shareholders of the company passed resolutions dated March 30, 2012 and April 04, 2012 respectively to issue NCDs of face value Rs. 100/- each amounting to Rs. 50 Crores. It is observed from the copy of Form 10 filed by AIL with RoC that a charge of Rs.50 Crores has been created. The name of debenture trust is “Adamant Debenture Trust” managed by trustee Sushmita Sinha and the office of the trust is situated at 627, R.M. Sarani, Baidyabati, Hooghly, West Bengal- 712222. iv. It is observed from the copy of brochure cum application form submitted by AIL that AIL has also issued NCDs in Series-II under following terms and conditions: Scheme I: Plan RD-I RD-2 RD-3 RD-4 Redemption period 15 months + 1 day 27 months + 1day 39 months + 1 day 63 months + 1 day Amount per Debenture of Rs.100 3600/- 4800/- 3600/- 6000/-
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Source: SecMarx — sebi:WTM/SR/WRO/23/02/2015. 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.