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WTM/SR/ERO/45/08/2014

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI
CORAM: S. RAMAN, WHOLE TIME MEMBER

ORDER

Un!" S!#$%&n' 11, 11(4), 11A *n 11B &+ $,! S!#-"%$%!' *n E.#,*n/! B&*" &+ In%* A#$,
1002, */*%n'$ G"!!nT&-#, 1"&2!#$' L%3%$! *n %$' D%"!#$&"', 4%5. S,"% S,6*3 S-n*"
D!6 (DIN: 02787480), S,"% Sn!,*'%', S*"9*" (DIN: 08085:11), S,"% S-2&6 S*,* (DIN:
0581:010) *n S,"% S-3&n S*"9*" (DIN: 027:7881); %$' D!<!n$-"! T"-'$!!, 4%5.
G"!!nT&-#, 1"&2!#$' D!<!n$-"! T"-'$ ("!="!'!n$! <6 %$' T"-'$!!, 4%5. S>*/*$* ?-3*"
M*%$%).


1. Securities and Exchange Board of India ("SEBI") received a letter dated September 5
!"1# from the $ollectorate %u&affarpur Bihar enclosing cop' of (orm 1" filed b'
)reen*ouch +ro,ects -imited ("GT1L") .ith the /egistrar of $ompanies ("ROC") for
the purpose of creation of charge in respect of issuance of debentures.

!.1 *hereafter SEBI vide letter dated 0ecember 1" !"1# .hile stating1 "It has come to our
notice that you (GTPL) are raising funds from public by issuing shares/debentures.", advised )*+-
to furnish the follo.ing information .ithin 15 da's from the date of receipt of the
aforesaid letter vi&. 2

i. $op' of +rospectus3/ed 4erring +rospectus3Statement in lieu of
+rospectus3Information %emorandum filed .ith /5$ for issuance of 6on7
$onvertible 0ebentures.
ii. $op' of the %emorandum and 8rticles of 8ssociation of the compan'9
iii. 8udited Balance Sheet and +rofit : -oss 8ccount of the compan' for the last # 'ears9
iv. 6ame addresses and occupation of all the promoters3directors of the compan'9
v. 6ames and details of the ;e' %anagerial +ersonnel of the compan'9
vi. 5ther information in respect of issue of shares3debentures vi&. 2
a. 0ate of opening and closing of the subscription list9
b. 0etails regarding the number of application forms circulated inviting
subscription9
c. 0etails regarding the number of applications received9
d. 0etails regarding the number of allottees and list of such allottees9
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e. 6umber of 6on7$onvertible 0ebentures allotted and value of such allotment
against each allottee<s name.
f. 0etails regarding subscription amount raised9
g. 0ate of allotment of shares3debentures9
h. $opies of the minutes of Board3$ommittee meeting in .hich the resolution has
been passed for allotment9
i. 0ate of dispatch of share3debenture certificates9
,. 0etails of the total number of applicants for each of )*+-<s scheme besides the
list of final allottees9
=. $opies of application forms pamphlets advertisements and other promotional
material circulated for issuance of shares3debentures.
l. *erms and conditions of the issue of shares3debentures.
m. $op' of (orm ! and (orm 1" filed .ith /5$.
n. 0etails of debenture trustee.

!.! >ide letter dated 0ecember !? !"1# )*+- .hile see=ing an extension of t.o months
from SEBI submitted the follo.ing documents vi&. 7

i. $op' of the %emorandum and 8rticles of 8ssociation of the compan'9
ii. $op' of 8udited annual accounts for the last three 'ears9
iii. 6ame addresses and occupation of all the directors of the compan'9
iv. (orm 1" filed .ith the /5$.
v. $ertificate of /egistration of %ortgage etc. under Section 1#! of the $ompanies
8ct 1@5?.

!.# *hereafter vide letter dated Aanuar' #" !"1B )*+- replied to SEBI and provided
$opies of Board /esolution for allotment of ecured !on " #on$ertible %edeemable &ebentures
("NCD'")' authori&ing the appointment of debenture trustees. )*+- inter alia
submitted1

"( )e hereby affirm that *e ha$e issued !#&s by constituting and securing a charge (mortgage) on
the immo$able assets of the #ompany in a registered process and complying *ith all the guidelines as
appro$ed by the %+#. The !#&s is issued timely only for the purpose of pro,ects of the #ompany
through pri$ate placement to*ards closed personal references.
( the total amount raised till the -... /01/"12 is 33,45,/4,000."
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#. *he material available on record i.e. correspondences exchanged bet.een SEBI and
)*+- along.ith the documents contained therein information obtained from 6#7/1
Portal have been perused. 5n an examination of the same it is observed that 2

i. )*+- .as incorporated on 8ugust 11 !"1" .ith the /5$ ;ol=ata Cest Bengal
.ith $I6 6o. as DB5B""CB!"1"+-$15!1?!. )*+- has its 5ffice at +21?B31 1
st

(loor $I* /oad Scheme2E% 6ear Son' Corld Dltadanga ;ol=ata Cest Bengal2
E"""5B India.

ii. *he 0irectors in )*+- are Shri Sh'am Sundar 0e' Shri Snehasish Sar=ar Shri
Su,o' Saha and Shri Sumon Sar=ar.

iii. )*+- invited subscription from the public through the issuance of 6$0s ("O++!"
&+ NCD'") in accordance .ith the follo.ing Scheme and terms : conditions1

SCHEME: SECURED NON@CONAERTIBLE REDEEMABLE DEBENTURES (SERIES II)
1LANB 1 (CUMULATIAE SCHEME) A B C D E F
/edemption +eriod 1.5 Frs # Frs 5 Frs 1" Frs 1B Frs E.5 Frs
%inimum 8pplication 8mount 1""" 1""" 1""" 1""" 1""" 1"""
/edemption 8mount 11G" 1B5" !""" 5""" 1"""" #"""
8nnuali&ed Field on Investment ($ompound) 11.?EH 1#.1@H 1B.GEH 1E.B?H 1E.GGH 15.EGH

SCHEME: SECURED NON@CONAERTIBLE REDEEMABLE DEBENTURES (SERIES II)
1LANB 2 (NON@CUMULATIAE SCHEME) G H I C
/edemption +eriod 1.5 Frs # Frs 5 Frs ? Frs
8pplication can be made in multiple of 1""" sub,ect to minimum of !5""" !5""" !5""" !5"""
/ate of Interest3Field (+.8.) 1".G"H 1!.""H 1B.GGH 1GH
Bonus on +rincipal 8mount at the time of %aturit' (H) 6I- 1."" #."" 5.""
DD(or +lan ) 4 I : A amount of deposit .ill be multiple of 5""" after minimum deposited amount.

T!"3' &+ $,! O++!" &+ NCD':

Payment of Interest8 The interest *ill be calculated from the day of reali9ation of che:ue/&&.
6onthly interest payment *ill be due on the last day of the month. Interest for bro;en period of
month *ill be calculated from the date of reali9ation of che:ue/&& to the last of the
month/:uarter, based on number of days in that month as the case may be.

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Payment of Principal8 Interest and principal amount *ill be paid after redemption by
che:ue/draft/ban; transfer. .ou are re:uested to confirm for your acceptance to the terms and
conditions outlined herein by sending the application noted that abo$e offer is made specifically to
you and is not to be circulated. This information herein is to be treated as strictly confidential.

tatutory +bligation8 7s the issue is for !#&s on pri$ate placement basis, no prior
appro$al/rating is re:uired from Go$ernment/<=I and other statutory authorities.

7llotment8 7llotment of debenture *ill be made *ithin 40 days from the application.

iv. It is noticed that )+- issued !#&s on several occasions since incorporation to the
general public the details of .hich are as follo.s 2

S".
N&.
E!*" T6=! &+ S!#-"%$6
N&. &+ AFF&$$!!'
(A=="&.%3*$!)
T&$*F A3&-n$
( in C"&"!')
1.
!"1"211 Secured 6on 2 $onvertible /edeemable 0ebentures

1#B ".#G
!.
!"1121!

Secured 6on 2 $onvertible /edeemable 0ebentures #!#"

11.#?

#.
!"1!21#

Secured 6on 2 $onvertible /edeemable 0ebentures 1E1G5

BB.!1

T&$*F


20540

55.05

B.1 *he issue for determination in the instant matter is .hether the mobili&ation of funds b'
)*+- through the +ffer of !#&s is in accordance .ith the provisions of the SEBI 8ct
1@@! ("SEBI A#$") read .ith the SEBI (Issue and -isting of 0ebt Securities)
/egulations !""G ("D!<$ S!#-"%$%!' R!/-F*$%&n'")9 the $ompanies 8ct 1@5? read .ith
the $ompanies 8ct !"1#.

B.! I note that the ,urisdiction of SEBI over various provisions of the $ompanies 8ct in the
case of public companies .hether listed or unlisted .hen the' issue and transfer
securities flo.s from the provisions of Section 558 of the $ompanies 8ct. Chile
examining the scope of Section 558 of the $ompanies 8ct 1@5? the 4on<ble Supreme
$ourt of India in S*,*"* In%* R!*F E'$*$! C&"=&"*$%&n L%3%$! G O"'. 4'. SEBI
(C%4%F A==!*F n&. 0818 &+ 2011) (C-/3!n$ *$! A-/-'$ 81, 2012) (hereinafter
referred to as the "S*,*"* C*'!"), had observed that1
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")e, therefore, hold that, so far as the pro$isions enumerated in the opening portion of ection 337 of
the #ompanies 7ct, so far as they relate to issue and transfer of securities and non>payment of di$idend is
concerned, <=I has the po*er to administer in the case of listed public companies and in the case of
those public companies *hich intend to get their securities listed on a recogni9ed stoc; e?change in India."

B.# In this regard 2

i. /eference is also made to Sections ?E(1) and ?E(#) of the $ompanies 8ct 1@5?
.hich are reproduced as under1

"5@. (1) 7ny reference in this 7ct or in the articles of a company to offering shares or debentures to
the public shall, sub,ect to any pro$ision to the contrary contained in this 7ct and sub,ect also to the
pro$isions of sub>sections (2) and (A), be construed as including a reference to offering them to any
section of the public, *hether selected as members or debenture holders of the company concerned or
as clients of the person issuing the prospectus or in any other manner.
(/) ...
(2) !o offer or in$itation shall be treated as made to the public by $irtue of sub> section (1) or sub>
section (/), as the case may be, if the offer or in$itation can properly be regarded, in all the
circumstances>
(a) as not being calculated to result, directly or indirectly, in the shares or debentures becoming
a$ailable for subscription or purchase by persons other than those recei$ing the offer or in$itation' or
(b) other*ise as being a domestic concern of the persons ma;ing and recei$ing the offer or in$itation
(
1"&4%! that nothing contained in this sub>section shall apply in a case *here the offer or
in$itation to subscribe for shares or debentures is made to fifty persons or more8
1"&4%! +-"$,!" that nothing contained in the first pro$iso shall apply to non>ban;ing financial
companies or public financial institutions specified in section A7 of the #ompanies 7ct, 1435 (1 of
1435).B

ii. Chile examining the scope of Section ?E of the $ompanies 8ct 1@5? the 4on<ble
Supreme $ourt of India in the ahara #ase observed that1

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"ection 5@(1) deals *ith the offer of shares and debentures to the public and ection 5@(/) deals
*ith in$itation to the public to subscribe for shares and debentures and ho* those e?pressions are to
be understood, *hen reference is made to the 7ct or in the articles of a company. The emphasis in
ection 5@(1) and (/) is on the Csection of the publicB. ection 5@(2) states that no offer or
in$itation shall be treated as made to the public, by $irtue of subsections (1) and (/), that is to any
section of the public, if the offer or in$itation is not being calculated to result, directly or indirectly, in
the shares or debentures becoming a$ailable for subscription or purchase by persons other than those
recei$ing the offer or in$itation or other*ise as being a domestic concern of the persons ma;ing and
recei$ing the offer or in$itations. ection 5@(2) is, therefore, an e?ception to ections 5@(1) and (/).
If the circumstances mentioned in clauses (1) and (b) of ection 5@(2) are satisfied, then the
offer/in$itation *ould not be treated as being made to the public.
The first pro$iso to ection 5@(2) *as inserted by the #ompanies (7mendment) 7ct, /000 *.e.f.
12.1/./000, *hich clearly indicates, nothing contained in ub>section (2) of ection 5@ shall apply
in a case *here the offer or in$itation to subscribe for shares or debentures is made to fifty persons or
more. (
%esultantly, if an offer of securities is made to fifty or more persons, it *ould be deemed to be a
public issue, e$en if it is of domestic concern or pro$ed that the shares or debentures are not a$ailable
for subscription or purchase by persons other than those recei$ed the offer or in$itation. (
I may, therefore, indicate, sub,ect to *hat has been stated abo$e, in India that any share or
debenture issue beyond forty nine persons, *ould be a public issue attracting all the rele$ant
pro$isions of the <=I 7ct, regulations framed thereunder, the #ompanies 7ct, pertaining to the
public issue. ("

v. In the instant matter for ascertaining .hether the +ffer of !#&s is a public issue or
an issue on private placement basis in accordance .ith Section ?E of the $ompanies
8ct 1@5? the number of subscribers is of utmost importance.

a. 8lthough the +ffer of !#&s is stated to have been made on a private placement
basis 'et through the same it is observed that )*+- exceeded the threshold
for a private placement through the allotment of !#&s to a total of !"5B@
investors and for such allotment it admittedl' mobili&ed a total amount of
55.@? $rores. *he aforesaid facts clearl' indicate that the number of persons
to .hom the +ffer of !#&s .as made b' )*+- during the period from !"1" to
!"1# .as be'ond the limit of fort'2nine persons as prescribed under Section
?E(#) of the $ompanies 8ct 1@5?.
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b. In addition )*+- is not stated to be a non7ban=ing financial compan' or a
public financial institution .ithin the meaning of Section B8 of the $ompanies
8ct and therefore is not covered under the second pro$iso to Section ?E(#).

c. In vie. of the above the +ffer of !#&s .ould prima facie Iualif' as a public issue
under the first proviso to Section ?E(#) of the $ompanies 8ct 1@5? .hich has
been elucidated b' the 4on<ble Supreme $ourt of India in the ahara #ase. In
this regard it is pertinent to note that b' virtue of Section 558 of the
$ompanies 8ct Section ?E of that 8ct so far as it relates to issue and transfer
of securities shall also be administered b' SEBI.

B.B I note that 2

i. (rom the abovementioned it .ill follo. that since the +ffer of !#&s is a public issue
of securities such securities shall also have to be listed on a recogni&ed stoc=
exchange as mandated under Section E# of the $ompanies 8ct 1@5?. In this regard
reference is made to Sections E# of the $ompanies 8ct 1@5? of .hich sub7Sections
(1) (!) and (#) are relevant for the instant case .hich is reproduced as under1

"@2. (1) <$ery company intending to offer shares or debentures to the public for subscription by the
issue of a prospectus shall, before such issue, ma;e an application to one or more recognised stoc;
e?changes for permission for the shares or debentures intending to be so offered to be dealt *ith in the
stoc; e?change or each such stoc; e?change.
(17) (
(/) )here the permission has not been applied under subsection (1) or such permission ha$ing been
applied for, has not been granted as aforesaid, the company shall forth*ith repay *ithout interest all
moneys recei$ed from applicants in pursuance of the prospectus, and, if any such money is not repaid
*ithin eight days after the company becomes liable to repay it, the company and e$ery director of the
company *ho is an officer in default shall, on and from the e?piry of the eighth day, be ,ointly and
se$erally liable to repay that money *ith interest at such rate, not less than four per cent and not
more than fifteen per cent, as may be prescribed, ha$ing regard to the length of the period of delay in
ma;ing the repayment of such money.
(2) 7ll moneys recei$ed as aforesaid shall be ;ept in a separate ban; account maintained *ith a
cheduled =an; 1 Duntil the permission has been granted, or *here an appeal has been preferred
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against the refusal to grant such. permission, until the disposal of the appeal, and the money
standing in such separate account shall, *here the permission has not been applied for as aforesaid
or has not been granted, be repaid *ithin the time and in the manner specified in sub> section (/)E'
and if default is made in complying *ith this sub> section, the company, and e$ery officer of the
company *ho is in default, shall be punishable *ith fine *hich may e?tend to fi$e thousand rupees.B

ii. In the ahara #ase the 4on<ble Supreme $ourt of India also examined Section E# of
the $ompanies 8ct 1@5? .herein it observed that 2

"ection @2(1) of the 7ct casts an obligation on e$ery company intending to offer shares or
debentures to the public to apply on a stoc; e?change for listing of its securities. uch companies
ha$e no option or choice but to list their securities on a recogni9ed stoc; e?change, once they in$ite
subscription from o$er forty nine in$estors from the public. If an unlisted company e?presses its
intention, by conduct or other*ise, to offer its securities to the public by the issue of a prospectus, the
legal obligation to ma;e an application on a recogni9ed stoc; e?change for listing starts. ub>section
(17) of ection @2 gi$es indication of *hat are the particulars to be stated in such a prospectus.
The conse:uences of not applying for the permission under sub>section (1) of ection @2 or not
granting of permission is clearly stipulated in sub>section (2) of ection @2. +bligation to refund the
amount collected from the public *ith interest is also mandatory as per ection @2(/) of the 7ct.
Listing is, therefore, a legal responsibility of the company *hich offers securities to the public,
pro$ided offers are made to more than 30 persons."

iii. In the facts of the instant case since the +ffer of !#&s .as made to fift' persons or
more b' )*+- the same .ill attract the reIuirement of compulsor' listing before a
recogni&ed stoc= exchange in terms of Section E#(1) of the $ompanies 8ct 1@5?. It
therefore prima facie appears that )*+- has violated the provisions of Section E#(1)
of the $ompanies 8ct 1@5? since it has failed to ensure listing .ith a recognised
stoc= exchange of the securities issued under the +ffer of !#&s.

iv. 8s per Section E#(!) of the $ompanies 8ct 1@5? the obligation to refund the
amount .ith interest that .as collected from investors under the +ffer of !#&s is
mandator' on )*+-. In this regard there is no evidence on record to indicate
.hether or not )*+- has paid interest to the investors .here such &ebentures are
not allotted .ithin G da's under the +ffer of !#&s, as per the aforesaid Section. In
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vie. of the same I find that )*+- has prima facie not complied .ith the provisions
of Section E#(!) of the $ompanies 8ct 1@5?.

v. Section E#(#) of $ompanies 8ct 1@5? sa's that all mone's received shall be =ept in
a separate ban= account maintained .ith a Scheduled Ban= and if default is made in
compl'ing .ith this sub7Section the compan' and ever' officer of the compan'
.ho is in default shall be punishable .ith fine .hich ma' extend to five thousand
rupees. In the instant case there is no evidence on record to indicate .hether or not
funds received from the investors under the +ffer of !#&s has been =ept in separate
ban= account b' )*+-. In vie. of the same I find that )*+- has prima facie not
complied .ith the provisions of Section E#(#) of $ompanies 8ct 1@5?.

B.5 Dnder Section !(#?) read .ith Section ?" of the $ompanies 8ct 1@5? a compan' needs
to register its prospectus .ith the /5$ before ma=ing a public offer or issuing the
prospectus. 8s per the aforesaid Section !(#?) CprospectusB means an' document
described or issued as a prospectus and includes an' notice circular advertisement or
other document inviting deposits from the public or inviting offers from the public for
the subscription or purchase of an' shares in or debentures of a bod' corporate. 8s
mentioned above since the +ffer of !#&s .as made to fift' persons or more it has to be
construed as a public offer. 4aving made a public offer )*+- .as reIuired to register a
prospectus .ith the /5$ under Section ?" of the $ompanies 8ct 1@5?. Based on the
material available on record I find that prima facie, )*+- has not complied .ith the
provisions of Section ?" of $ompanies 8ct 1@5?.

B.? Dnder Section 5?(1) of the $ompanies 8ct 1@5? ever' prospectus issued b' or on
behalf of a compan' shall state the matters specified in +art I and set out the reports
specified in +art II of Schedule II of that 8ct. (urther as per Section 5?(#) of the
$ompanies 8ct 1@5? no one shall issue an' form of application for shares in or
debentures of a compan' unless the form is accompanied b' abridged prospectus
contain disclosures as specified. Based on the material available on record I find that
)*+- has not complied .ith the provisions of Section 5?(1) and 5?(#) of the
$ompanies 8ct 1@5? and therefore has prima facie violated the aforesaid provisions.

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B.E.1 Dnder Section 11EB of the $ompanies 8ct 1@5? no compan' shall issue a prospectus or
a letter of offer to the public for subscription of its debentures unless it has before such
issue appointed one or more debenture trustees for such debentures and the compan'
has on the face of the prospectus or the letter of offer stated that the debenture trustee
or trustees have given their consent to the compan' to be so appointed.

B.E.! (urther under Section 11E$ of the aforesaid 8ct .here a compan' issues debentures it
shall create a 0ebenture /edemption /eserve ("DRR") for the redemption of such
debentures to .hich adeIuate amounts shall be credited from out of its profits ever'
'ear until such debentures are redeemed. In this regard upon a perusal of the Balance
Sheet of )*+- for the (inancial Fear ended %arch #1 !"1# it is observed that
compan' has not created an' 0//.

B.E.# 8ccordingl' based on the material available on record I find that prima facie, )*+- has
not complied .ith the provisions of Sections 11EB2$ of the $ompanies 8ct 1@5? and
therefore has prima facie violated the aforesaid provisions.

B.G 8s per Section B?5(1) of the $ompanies 8ct !"1# the $ompanies 8ct 1@5? "shall stand
repealed". 4o.ever Section B?5(!)(i) of the $ompanies 8ct !"1# provides that1

"(/)!ot*ithstanding the repeal under sub>section (1) of the repealed enactments,F
(a) anything done or any action ta;en or purported to ha$e been done or ta;en, including any rule,
notification, inspection, order or notice made or issued or any appointment or declaration made or any
operation underta;en or any direction gi$en or any proceeding ta;en or any penalty, punishment,
forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent *ith the
pro$isions of this 7ct, be deemed to ha$e been done or ta;en under the corresponding pro$isions of this
7ct'"

B.@ In addition to the above reference ma' be made to the 0ebt Securities /egulations
.hich .ere framed b' SEBI in exercise of its po.ers under Section #" of the SEBI 8ct
and are applicable to the public issue and listing of debt securities. It ma' be relevant to
note that under the aforesaid /egulations Gdebt securitiesG have been defined as Gnon>
con$ertible debt securities *hich create or ac;no*ledge indebtedness, and include debenture(G In this
context I find that prima facie, )*+- through the +ffer of !#&s, .hich is a public issue
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of debt securities has violated the follo.ing provisions of the aforesaid /egulations
.hich contain inter alia conditions for public issue and listing of debt securities vi&.

i. /egulation B(!)(a) 2 7pplication for listing of debt securities
ii. /egulation B(!)(b) 2 In>principle appro$al for listing of debt securities
iii. /egulation B(!)(c) 2 #redit rating has been obtained
iv. /egulation B(!)(d) 2 &emateriali9ation of debt securities
v. /egulation B(B) 2 7ppointment of &ebenture Trustee
vi. /egulation 5(!)(b) 2 &isclosure re:uirements in the +ffer &ocument
vii. /egulation ? 2 -iling of draft +ffer &ocument
viii. /egulation E 2 6ode of disclosure of +ffer &ocument
ix. /egulation G 2 7d$ertisements for Public Issues
x. /egulation @ 2 7bridged Prospectus and application forms
xi. /egulation 1! 2 6inimum subscription
xii. /egulation 1B 2 Prohibition of mis>statements in the +ffer &ocument
xiii. /egulation 15 2 Trust &eed
xiv. /egulation 1?(1) " &ebenture %edemption %eser$e
xv. /egulation 1E 2 #reation of ecurity
xvi. /egulation 1@ 2 6andatory Listing
xvii. /egulation !? 2 +bligations of the Issuer, etc.

B.1" In addition to the above the follo.ing ma' also be noted in respect of the +ffer of !#&s
made b' )*+- 2

i. (orm 1" (filed b' )*+- .ith the /5$ in accordance .ith the provisions of the
$ompanies 8ct 1@5?) reveals that )*+- created $harge for a total amount of
1?G $rores on 5ctober 1# !"1"9 8ugust 11 !"11 and (ebruar' !@ !"1!
respectivel' for the +ffer of !#&s. 4o.ever from the Balance Sheet for the 'ear
ended %arch #1 !"1! (as submitted b' )*+-) it is seen that the value of *angible
8ssets including $apital CI+ .as onl' ?.EE $rores. *he aforesaid fact prima>facie
indicate that $harge created b' )*+- to secure the +ffer of !#&s ma' not have
been bac=ed b' sufficient assets.
ii. (rom the Balance Sheet for the 'ear ended %arch #1 !"1# it is observed that there
.as a significantl' high 0ebt2EIuit' ratio i.e. approximatel' G?! times. Such a high
0ebt2EIuit' ratio is pre,udicial to the interests of the debenture holders and ma'
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significantl' hamper the abilit' of the compan' to fulfill its obligation of redeeming
the debentures on maturit'.

B.11 Dpon a consideration of the aforementioned paragraphs I am of the vie. that prima facie,
)*+- is engaged in fund mobilising activit' from the public through the +ffer of !#&s
and a result of the aforesaid activit' has violated the aforementioned provisions of the
$ompanies 8ct 1@5? (Section 5? Section ?" read .ith Section !(#?) Section E#
Sections 11EB2$) read .ith Section B?5 of the $ompanies 8ct !"1# and the 0ebt
Securities /egulations.

5. SEBI has a statutor' dut' to protect the interests of investors in securities and promote
the development of and to regulate the securities mar=et. Section 11 of the SEBI 8ct
has empo.ered it to ta=e such measures as it thin=s fit for fulfilling its legislative
mandate. (urther as per the provisions of Section 558 of the $ompanies 8ct 1@5? read
.ith Section B?5 of the $ompanies 8ct !"1# administrative authorit' on the sub,ects
relating to public issue of securities is exclusivel' .ith SEBI. (or this purpose SEBI can
exercise its ,urisdiction under Sections 11(1) 118 11B and 11(B) of the SEBI 8ct read
.ith Section 558 of the $ompanies 8ct 1@5? and Section B?5 of the $ompanies 8ct
!"1# over companies .ho issue ecured !on " #on$ertible %edeemable &ebentures to fift'
persons or more but do not compl' .ith the applicable provisions of the aforesaid
$ompanies 8cts and the 0ebt Securities /egulations (as mentioned in paragraphs B.12
B.11 above).

?.1 (rom information obtained b' SEBI from the 6#7 /1 Portal, it is observed that )*+-
appointed GreenTouch Pro,ects &ebenture Trust (represented by its Trustee, $i9. *agata Humar
6aiti) as 0ebenture *rustee for the +ffer of !#&s b' that compan'.

?.! Section 1!(1) of the SEBI 8ct states that1 "!o( trustee of trust deed ( shall buy, sell or deal
in securities e?cept under, and in accordance *ith, the conditions of a certificate of registration obtained
from the =oard in accordance *ith the regulations made under this 7ct". (urther /egulation E of
SEBI (0ebenture *rustees) /egulations 1@@# ("D!<!n$-"! T"-'$!!' R!/-F*$%&n'")
provides that1 "no person should act as a debenture trustee unless he is either 2

i. a scheduled ban; carrying on commercial acti$ity' or
ii. a public financial institution *ithin the meaning of section A7 of the #ompanies 7ct, 1435' or
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Page 18 of 15

iii. an insurance company' or
iv. body corporate."

?.# Based on the material available on record I find that GreenTouch Pro,ects &ebenture Trust
(represented by its Trustee, $i9. *agata Humar 6aiti) has prima facie failed to meet the eligibilit'
criteria specified under the provisions of the 0ebenture *rustees /egulations and
therefore has acted as unregistered 0ebenture *rustee .hich amounts to violation of
the abovementioned provisions of the SEBI 8ct read .ith the 0ebenture *rustee
/egulations.

E. +rotecting the interests of investors is the foremost mandate for SEBI and therefore
steps have to be ta=en in the instant matter to ensure onl' legitimate fund raising
activities are carried on b' )*+- and no investors are defrauded. In light of the same I
find there is no other alternative but to ta=e recourse through an interim action against
)*+- and its 0irectors along.ith its 0ebenture *rustee vi&. GreenTouch Pro,ects &ebenture
Trust (represented by its Trustee, $i9. *agata Humar 6aiti), for preventing that compan' from
further carr'ing on .ith its fund mobilising activit' under the +ffer of !#&s.

G. In vie. of the foregoing I in exercise of the po.ers conferred upon me under Sections
11 11(B) 118 and 11B of the SEBI 8ct read .ith the 0ebt Securities /egulations and
the 0ebenture *rustee /egulations hereb' issue the follo.ing directions 2

i. )*+- shall not mobili&e funds from investors through the +ffer of !#&s or through
the issuance of eIuit' shares or an' other securities to the public and3or invite
subscription in an' manner .hatsoever either directl' or indirectl' till further
directions9
ii. )*+- and its 0irectors vi&. Shri Sh'am Sundar 0e' (0I61 "!EGEB#@) Shri
Snehasish Sar=ar (0I61 "#"G5?11) Shri Su,o' Saha (0I61 "5#1?"1@) and Shri
Sumon Sar=ar (0I61 "!E?E##1) are prohibited from issuing prospectus or an' offer
document or issue advertisement for soliciting mone' from the public for the issue
of securities in an' manner .hatsoever either directl' or indirectl' till further
orders9
iii. )*+- and its abovementioned 0irectors are restrained from accessing the
securities mar=et and further prohibited from bu'ing selling or other.ise dealing in
the securities mar=et either directl' or indirectl' till further directions9
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iv. )*+- shall provide a full inventor' of all its assets and properties9
v. )*+-<s abovementioned 0irectors shall provide a full inventor' of all their assets
and properties9
vi. )*+- and its abovementioned 0irectors shall not dispose of an' of the properties
or alienate or encumber an' of the assets o.ned3acIuired b' that compan' through
the +ffer of !#&s, .ithout prior permission from SEBI9
vii. )*+- and its abovementioned 0irectors shall not divert an' funds raised from
public at large through the +ffer of !#&s, .hich are =ept in ban= account(s) and3or
in the custod' of )*+-9
viii. GreenTouch Pro,ects &ebenture Trust (represented by its Trustee, $i9. *agata Humar 6aiti) is
prohibited from continuing .ith its present assignment as a debenture trustee in
respect of the +ffer of !#&s of )*+- and also from ta=ing up an' ne. assignment
or involvement in an' ne. issue of debentures etc. in a similar capacit' from the
date of this order till further directions.

@. *he above directions shall ta=e effect immediatel' and shall be in force until further
orders.

1".1 *he prima facie observations contained in this 5rder are made on the basis of the material
available on record i.e. correspondences exchanged bet.een SEBI and )*+- along.ith
the documents contained therein9 information obtained from the G6#7 /1 PortalG. In this
context )*+- and its abovementioned 0irectors ma' .ithin !1 da's from the date of
receipt of this 5rder file their repl' if an' to this 5rder and ma' also indicate .hether
the' desire to avail themselves an opportunit' of personal hearing on a date and time to
be fixed on a specific reIuest made in that regard.

1".! Similarl' the 0ebenture *rustee i.e. GreenTouch Pro,ects &ebenture Trust (represented by its
Trustee, $i9. *agata Humar 6aiti) ma' .ithin !1 da's from the date of receipt of this
5rder file its repl' if an' to this 5rder and ma' also indicate .hether it desires to avail
itself an opportunit' of personal hearing on a date and time to be fixed on a specific
reIuest made in that regard.



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Page 15 of 15

11. *his 5rder is .ithout pre,udice to the right of SEBI to ta=e an' other action that ma' be
initiated against )*+- and its abovementioned 0irectors9 its 0ebenture *rustee vi&.
GreenTouch Pro,ects &ebenture Trust (represented by its Trustee, $i9. *agata Humar 6aiti) in
accordance .ith la..




1F*#!: M-3<*% S. RAMAN
D*$!: A-/-'$ 7, 2014 WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA




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