sebi:WTM/SR/WRO/ILO/114/06/2015
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Interim prohibitory directions issued against PRIL, its Directors and its Debenture Trustee; 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. 6
- Reg. 16
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 19
- Reg. 26
- Reg. 4(2)(a)
- Reg. 4(2)(b)
- Reg. 4(2)(c)
- Reg. 4(2)(d)
- Reg. 5(2)(b)
- Reg. 4(3)
Parties
- Polaris Realtors India Ltd (PRIL)
- Shri Jafar Ali Molla
- Shri Kartick Chandar Das
- Shri Gopal Nayek
- Polaris Debenture Trust (represented by its Trustee, Mrs. Dipanwita Das)
Holding
The Offer of Non-Convertible Redeemable Secured Debentures by PRIL to 423 investors prima facie qualifies as a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, attracting requirements of compulsory listing, prospectus registration, and compliance with the Debt Securities Regulations. Interim prohibitory directions were issued restraining PRIL, its Directors and its Debenture Trustee from further fund mobilisation and securities market activity pending investigation.
Full text
Page 2 of 17 k. Certified copies of audited financial statements for all the financial years during which funds were raised till 2012-2013; l. Copies of Income Tax return filed for the years referred at k above; m. Details of regulatory approvals obtained; n. Details of fund raised from the public in form of debentures/ or any other manner by PRILor group/associates; o. Details of action initiated/taken by any other authority against PRIL. 2.2 SEBI vide letter dated December 10, 2013 requested RoC to provide information with regard to issuance of debentures by PRIL. In response, RoC vide letters dated December 19, 2013 and December 31, 2013 provided inter alia copies of Form 10 filed towards registration of charge for debentures by PRIL, the reply dated December 28, 2012 submitted by PRIL to RoC on said debenture issue along with the documents annexed thereto, viz., list of allottees (number of allottees as per list is 423) as on December 15, 2012, Debenture Trust Deed, etc.
Page 3 of 17 3. I have perused the material available on record i.e. the reference received from RoC, Gwalior and information/documents provided by RoC, Gwalior, correspondence exchanged between SEBI, PRIL and its Directors and information/documents obtained from the Ministry of Corporate Affairs' website i.e.'MCA 21 Portal'. On an examination of the same, it is observed that–
Page 4 of 17 v. As per the Schedule I of Debenture Trust Deed, the plans offered by PRILwere as below:- Scheme I – MULTIPLIER NON-CONVERTIBLE REDEEMABLE SECURED DEBENTURE Plan RD-I RD-2 RD-3 RD-4 Redemption period 16 months+ 1 day 27 months + 1day 39 months + 1 day 63 months + 1 day Amount per Debenture of Rs.100 (Minimum 10 Debentures to be applied) 1200/- 2400/- 3600/- 6000/- Minimum 38 nos. Minimum 48 nos. Minimum 38 nos. Minimum 60 nos. Redemption Value 1370 2900 4700 9000
You have read the preview. Create a free account to read the full order, track this party, and analyse it in Ontology.
Free accounts include 10 searches/day with full order access.
Source: SecMarx — sebi:WTM/SR/WRO/ILO/114/06/2015. 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.