sebi:WTM/SR/WRO/ILO/103/05/2015
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Facts / Headnote
Interim directions issued restraining DURDL and its directors from mobilizing funds and dealing in securities; show cause notice issued as to why refund and other directions 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. 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
- Dolphin Universal Rural Development Ltd.
- Shri Subham Bose
- Shri Anindyo Paul
- Shri Koushik Dutta
- Shri Debraj Mitra
- Shri Saugata Basu
- Shri Rana Sikdar
- Dolphin Debenture Trust (represented by its trustee viz. Shri Sumit Jana)
Holding
SEBI held that DURDL's offer of NCRDs to 92 or more investors constituted a public issue under Section 67(3) of the Companies Act, 1956, and that DURDL prima facie violated the Companies Act and Debt Securities Regulations by failing to list the securities, register a prospectus, appoint a registered debenture trustee, and comply with other requirements. SEBI issued interim directions restraining DURDL and its directors from further fund mobilization and securities market access, and issued a show cause notice regarding refund of investor monies.
Full text
f. Sample copies of the agreement letter/contract required to be entered into by investors/ applicants under the schemes. g. Details of the scheme wise amount mobilized by the company till date along with the number of investors under the schemes. h. Certified copies of audited financial statements for the FY 2011-12 and 2012-13. i. Copies of income tax returns filed by the company for the last three years. j. Details of any other similar scheme(s), if any, floated by the company or its group / associate companies. The letters sent to the directors, viz. Mr. Subham Bose, Mr. Anindyo Paul and Mr. Debraj Mitra were returned undelivered by postal authorities with remarks "Left", "Not known". SEBI received acknowledgement of the letter from one of the directors viz. Mr. Koushik Dutta. SEBI did not however receive any reply from Mr. Koushik Dutta or the company.
4. Thereafter, SEBI vide letters dated August 19, 2014 to the company and its directors advised them to provide inter alia the following information with respect to the issuance of NCRDs, viz.- a. Nature of activities being conducted by the company. b. Date of opening and closing of the issue. c. Copies of minutes of EGM and minutes of Board Meeting of the company approving allotment of debentures. d. Brochures/advertisements pertaining to debenture issue, which were made available to the public. e. Copies of duly filed application forms received from investors/applicants who applied in the debenture issue. f. Name and address of each person to whom debentures were allotted , with details including face value of debenture, number of debentures allotted, date of receipt of payment, date of allotment, distinctive number, date of charge of creation in RoC, charge identification number. g. Amount mobilized by issue of debentures till date and amount refunded to investors. h. Details of debentures transferred by allottees. i. Name and address of debenture trustees, Copy of debenture trust agreement. Whether these trustees are registered with SEBI. j. Details of properties secured for said issue of debenture. k. Details of properties acquired from money raised from said debenture issue. l. Address of all the branches of the company operating in India. m. If any broker/agent employed for the said issue, name and amount of brokerage/commission paid. n. Certified copies of audited fin
p. Details of the regulatory approvals obtained by the company, if any, for said debenture issue. SEBI did not receive any reply to these letters from the company or its directors.
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Source: SecMarx — sebi:WTM/SR/WRO/ILO/103/05/2015. 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.