WTM/PS/79/ERO/MAR/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

CORAM: PRASHANT SARAN, WHOLETIME MEMBER
ORDER
Under sections 11(1), 11(4), 11A and 11B of the Securities and Exchange Board of India Act,
1992 read with the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008
In respect of (1) Promotech Infratech Limited, its Directors (2) Mr. Anukul Maiti, (3) Smt.
Kanika Maiti, (4) Mr. Swapan Roy, (5) Mr. Samar Mustafi and (6) Mr. Atanu Halder and its
Debenture Trustee Mr. Pulak Roy
Date of personal hearing: August 22, 2014
Appearance:
For Promotech Infratech Limited : Mr. Parthasarathi Chanda, Fellow Chartered Accountant
For Mr. Atanu Halder, Mr. Samar Mustafi and Mr. Pulak Roy : Mr. Avik Dutta, Bar-at-Law and Mr.
Syed Julfikar Ali, Advocate
For the Securities and Exchange Board of India : Ms. Soma Majumdar, General Manager, Mr. T. Vinay
Rajneesh, Assistant General Manager and Mr. Sumit Kumar Sarraf, Assistant Manager
Date of personal hearing: December 11, 2014
Promotech Infratech Limited and its directors Mr. Anukul Maiti, Smt. Kamika Maiti and Mr. Swapan Roy
failed to appear

1.

On receipt of a reference dated June 06, 2013 from the Reserve Bank of India (hereinafter

referred to as "the RBI") alleging that the company, Promotech Infratech Limited (hereinafter
referred to as "the Company" or "PIL"), was involved in the collection of money from the public
without obtaining permission from the Securities and Exchange Board of India (hereinafter referred
to as "the SEBI"), SEBI initiated an enquiry into the business affairs of the Company. The RBI
reference also stated that the Company is not registered with the RBI under the RBI Act, 1934.
2.

On the basis of the information available during the examination, SEBI observed that the

Company had issued Secured Non-Convertible Redeemable Debentures (hereinafter referred to as

"NCDs") since its incorporation to a large number of investors, as per the Table below :

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Year

Type of Security

No. of Subscribers

2012 13

NCDs

7811

10.56

2013 14

NCDs

782

0.88

8,593

11.44

Total

Total Amount (` in Crores)

In view of the large number of investors (exceeding 49 investors), the offer and issue of NCDs
made by the Company was deemed to be a public issue in terms of the first proviso to section
67(3) of the Companies Act, 1956 ("the Companies Act"). As the offer and issue of NCDs was a
public issue, the Company was mandated to list such securities in a recognised stock exchange
under section 73 of the Companies Act, register its Prospectus under section 60 and state therein
the contents/details as required under section 56 of the Companies Act. It was noticed that the
Company had allegedly not complied with such provisions in respect of its fund mobilisation activity
through the offer and issue of NCDs.
As the NCDs were 'debt securities' as defined under the SEBI (Issue and Listing of Debt Securities)
Regulations, 2008 (hereinafter referred to as "the ILDS Regulations"), the Company was also
mandated to comply with the applicable provisions of such regulations. The same was also not
complied with by the Company.
SEBI also noticed (from the details available in the MCA-21 portal and the Minutes of the Board of
Directors' Meeting held on September 24, 2012) that one Mr. Pulak Roy was appointed as the
Debenture Trustee by the Company. Mr. Pulak Roy was alleged to have not complied with section
12(1) of the SEBI Act, 1992 and failed to satisfy the eligibility criteria as prescribed under regulation
7 of the SEBI (Debenture Trustees) Regulations, 1993 (hereinafter referred to as "the DT
Regulations").
3.

In order to protect the interest of investors and to prevent the Company from further

carrying on with its fund mobilizing activity under its offer and issue of NCDs, SEBI vide an exparte interim Order dated May 15, 2014 (hereinafter referred to as "the interim order") issued the
following directions :

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9.

".................
In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11, 11(4), 11A and
11B of the SEBI Act read with the Debt Securities Regulations and the Debenture Trustee Regulations,
hereby issue the following directions
i.

PIL shall not mobilize funds from investors through the issue of Secured NonConvertible Redeemable
Debentures or through the issuance of equity shares or any other securities, to the public and/or invite
subscription, in any manner whatsoever, either directly or indirectly till further directions;
ii. PIL and its Directors, viz. Shri Anukul Maiti, Smt. Kanika Maiti, Shri Swapan Roy, Shri Samar
Mustafi and Shri Atanu Halder, are prohibited from issuing prospectus or any offer document or issue
advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever,
either directly or indirectly, till further orders;
iii. PIL and its abovementioned Directors shall provide a full inventory of all its assets and properties;
iv. PIL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber
any of the assets owned/acquired by that company through the issue of Secured NonConvertible
Redeemable Debentures, without prior permission from SEBI;
v. PIL and its abovementioned Directors shall not divert any funds raised from public at large through the
issue of Secured NonConvertible Redeemable Debentures, which are kept in bank account(s) and/or
in the custody of PIL;
vi. Shri Pulak Roy is prohibited from continuing with his present assignment as a debenture trustee in
respect of the issue of Secured NonConvertible Redeemable Debentures of PIL and also from taking
up any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, from the
date of this order till further directions.
10.

The above directions shall take effect immediately and shall be in force until further orders.

11.

The prima facie observations contained in this Order are made on the basis of the material available on record
i.e. correspondences exchanged between SEBI and PIL alongwith the documents contained therein;
information obtained from the 'MCA 21 Portal'. In this context, PIL and its abovementioned Directors; its
Debenture Trustee, viz. Shri Pulak Roy may, within 21 days from the date of receipt of this Order, file their
reply, if any, to this Order and may also indicate whether they desire to avail themselves an opportunity of
personal hearing on a date and time to be fixed on a specific request made in that regard.

12.

This Order is without prejudice to the right of SEBI to take any other action that may be initiated against
PIL and its abovementioned Directors; its Debenture Trustee, viz. Shri Pulak Roy, in accordance with
law."

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4.

For convenience, the Company, its directors and Debenture Trustee are collectively referred

to as "the noticees"). The submissions made by the noticees in response to the interim order are
summarized below:
4.1

Mr. Pulak Roy vide letter dated May 28, 2014 inter alia made the following submissions :
a. He was never a Debenture Trustee in respect of the issue of NCDs by the Company.
b. On May 24, 2013, an email was sent to him with a direction to hand-over his responsibility,
documents, assets, cash, company property to Mr. Tapan Adhikary. Thereafter, he had
handed over all documents on May 30, 2013 in presence of 'auditor Sumit Das, Shankar Pal
and Niloy Ghosh'.
c. Thereafter, he was deployed as a factory co-ordinator at Varanasi factory on May 23, 2013,
when he resigned on the same date and informed the same through an e-mail.
d. He also conveyed to the Company, vide the e-mail, that he was made a signatory in the Trust
Deed of the Company and that he had revoked the same with immediate effect.
e. His e-mail clearly testified that he had an employee-employer relationship with I Core EServices Limited and there was no question of himself being a debenture trustee of the
Company.
f. He requested for an opportunity of personal hearing along with Mr. Anukul Maiti and Smt.
Kanika Maiti.

4.2

Mr. Atanu Halder, vide letter dated May 28, 2014, inter alia made the following

submissions:
a. It is a 'figment of imagination' to state that he was a director in the Company, when he was
an Associate of Triloke Enterprises (Associate Code No. 57) and was engaged in the task of
collecting money from potential depositors and depositing the same in the account of the
Company under various financial schemes.
b. I Core E-Services Limited engaged its subsidiary Triloke Enterprises for the purpose of
raising funds and his duty was to mobilize and collect funds for the Company through
Triloke Enterprises as a conduit.
c. He was never given any remuneration for being a director of the Company.
d. The Minutes of the Board Meeting would prove that he never attended any Board meetings
and the resolution of the Board did not bear his signature at any material point of time.

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e. If his name finds place in the list of directors, it is a sinister ploy on the part of Mr. Anukul
Maiti to foist and fasten liability on him, when the fact was that he was a mere Associate of
the Company engaged in raising and mobilizing funds under various deposit schemes.
f. He was never involved in issuing Prospectus or any offer document or issuing advertisement
for soliciting money from the public for the issue of securities in any manner whatsoever
either directly or indirectly. Therefore, such offer was not binding on him.
g. He has no knowledge of the assets and properties of the Company as he was not involved in
the day to day affairs of the Company as he was an agent of I Core E Services and his
relationship with I Core was that of principal and agent.
h. The question of alienating or encumbering assets of the Company does not arise as all the
powers are vested on Mr. Anukul Maiti and Smt. Kanika Maiti. He has no knowledge of the
assets and properties owned by the Company.
i.

His Income Tax Return would reveal that he was engaged as an Associate of Triloke
Enterprises and he was never engaged and involved in the affairs of the Company.

j.

He never signed any cheques on behalf of the Company.

k. He too requested for an opportunity of personal hearing.

4.3

Mr. Samar Mustafi, vide letter dated May 28, 2014 made similar submissions as made by

Mr. Atanu Halder.

4.4

The Company through its director Mr. Anukul Maiti, vide letter dated June 10, 2014

inter alia made the following submissions :

a. The Company has made private placement of debentures to friends, relatives and associates
for which the Company filed Form-10 for issue of debentures of Rs.150 crores with the RoC
and the same has been duly approved. A certificate of registration of mortgage was also filed
in this respect. Thereafter, the allotment was done on private placement and no Prospectus
was filed with RoC.
b. The placement and non-compliances of the provisions pertaining to the issue had occurred
due to ignorance of the provisions and also due to the fact that all clearances were received
from RoC. The Company had proceeded with the issue and allotment of NCDs to the
investors in compliance with the relevant provisions of the Companies Act and had also
made necessary disclosures in respect thereof to the RoC. The noticees had a bonafide

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belief and understanding that as the Company is an unlisted company and the NCDs were
being issued purely on private placement basis, there was no need to comply with other
guidelines. The omission was purely unintentional.
c. The Company never intended to make a public issue and it never issued any offer document.
d. If the Company had received timely guidance from RoC/SEBI or any other authority, the
noticees would not have gone ahead with further issue of debentures. The entire sequence of
events clearly demonstrates that the provisions of law relating to deemed public issue were
not well known to the people in general and the position was clarified by the Hon'ble
Supreme Court in the matter of Sahara.
e. Mr. Pulak Roy had been appointed as a Trustee due to ignorance on the part of the
management. However, when the same was filed with RoC, there was no query or objection,
which led to the general conclusion that the appointment was as per the provisions of law.
f. The Company had entered into an agreement with Mega Mould India Limited, as associate
company with a land of 16 bighas (12,00,000 sq.ft. approx.) to construct a low cost
economic housing project for the weaker sections of the society. Keeping this in view, the
Company had issued NCDs for construction of the housing project. Subsequently when the
project did not materialize, the Company started refunding the amount and has till date
refunded Rs.1.76 crores.
5.

An opportunity of personal hearing was fixed in the matter on July 14, 2014 and SEBI

notices dated June 25, 2014 were issued to the noticees informing them of the same. The said
noticees were delivered on all the noticees except Mr. Swapan Roy, who 'refused' to accept the same.
Mr. Atanu Halder and Mr. Pulak Roy, vide separate letters dated July 09, 2014 requested SEBI to
shift the venue of the personal hearing to Kolkata citing their financial difficulties. However, this
request was not accepted and they were advised to attend the hearing as scheduled. Thereafter, vide
letters dated July 14, 2014; the said persons reiterated their request. On the date fixed for hearing,
i.e., on July 14, 2014, none of the noticees appeared. In the interest of justice, another opportunity
of personal hearing was afforded to the noticees on August 22, 2014 and the venue was fixed in
Kolkata (at the Eastern Regional Office of SEBI). Accordingly, hearing notices dated July 18, 2014
were sent to the notices informing them of the scheduled personal hearing. Mr. Atanu Halder and
Mr. Pulak Roy confirmed their presence for the personal hearing vide letters dated July 19, 2014. As

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requested (by the Company vide letter dated August 19, 2014), a scanned copy of the hearing notice was
forwarded to the Company at the e-mail address mentioned in its letter.
6.

In the personal hearing held on August 22, 2014, the Company's representative Mr.

Parthasarathi Chanda, Chartered Accountant, appeared and stated that he was entrusted with the
case on short notice and requested for another date of hearing. The request was accepted in the
interest of justice.

Other noticees, Mr. Samar Mustafi, Mr. Atanu Halder and Mr. Pulak Roy

appeared along with their Advocates, Mr. Avik Dutta (Bar-at-Law) and Mr. Syed Julfikar Ali. Mr.
Avik Dutta reiterated the submissions made by the said noticees in their replies. The following
documents were submitted :
1. Vakalat from Advocate
2. Identity cards of Mr. Samar Mustafi and Mr. Atanu Halder issued by Triloke Enterprise
3. PAN card (copy) of Mr. Atanu Halder
4. Identity card of Mr. Pulak Roy issued by the Election Commission of India
5. Allowance details of Mr. Atanu Halder issued by Triloke Enterprise
6. Pay Slip of Mr. Pulak Roy for the months of April 2013, December 2012, June 2011 and
March 2011, issued by I Core E-Services Limited
7. E-mail sent by Mr. Pulak Roy to I Core E-Services Limited informing his resignation from I
Core and withdrawing from the capacity as debenture trustee of the Company
8. Handing over of charge (in I Core) by Mr. Pulak Roy.
9. Identity card of Mr. Samar Mustafi issued by the Election Commission of India
7.

In view of the request made by the Company's representative for another opportunity of

personal hearing, a personal hearing was fixed on September 26, 2014 in the matter for the
Company and other noticees who did not appear in personal hearing held on August 22, 2014. The
hearing notice dated September 04, 2014 with respect to the above scheduled personal hearing was
delivered on the Company, Mr. Anukul Maiti and Smt. Kanika Maiti. However, the notice sent to
Mr. Swapan Roy returned with a remark 'not known'. Thereafter, the Company through its director
Smt. Kanika Maiti, vide letter dated September 26, 2014 stated that they could not appear in the
hearing fixed on September 26, 2014 due to "......pressure on different diversified matters relating to compliance
of various statutory obligations ...Further recent deterioration of health of Mrs. Kanika Maiti also add up to the
difficulties". It was stated that the Company had submitted its Memorandum of Association (MoA)

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and Articles of Association (AoA), Certificate of Commencement of Business, Certificate of

Mortgage for debenture holders, Investors' details for Rs.13 crore (approx.) and repayment (of
debentures) details for Rs.2 crore (approx.). The Company stated that it enclosed a list of repayment
of debentures from September 06, 2012 to August 16, 2013 for around Rs. 1.22 crore thereafter.
The Company requested that it may be called to SEBI Kolkata office. A Compact Disc (C.D.)
claiming to contain the information was enclosed. However, it is noted from records that no
information was submitted by the Company as claimed by it on August 22, 2014.
The following documents were found in the C.D. submitted by the Company:
a. Article of Association
b. Certificate of Commencement of Business
c. Certificate of Mortgage
d. Certificate of Incorporation
e. Soft copy of the letter dated September 26, 2014, sent by PIL to SEBI
f. Scanned image of letter dated July 18, 2014, sent by SEBI to PIL
g. Memorandum of Association
h. Promo _ Payment Details (excel file) As per this document, the Company claimed to have redeemed debentures for an amount
of Rs. 1, 21,46,600/-. However following discrepancies were observed:
Total Amount: Rs. 1, 21,46,600/Total Maturity Amount: Rs. 1, 36,04,192/Total Cheque Amount: Rs. 1, 36,77,472/There is a difference of Rs. 73,280/- between maturity amount and cheque amount. This
difference is not reconciled and explained by the Company.
It is also noted that in an instance, the period between the deposit date and maturity
date was 363 days, whereas as per the application form and terms and conditions, the
minimum tenure is for 364 days.

i.

Promotech Disburse (1) (excel file)

j.

Promotech Disburse (Excel File)

k. Soft copy of the letter dated July 12, 2014, sent by PIL to SEBI
l.

Promotech _ Sfio (excel file)-

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a.

As per this sheet, the Company had started issuing debentures from October 05, 2012.
However, as per the application form submitted by the Company, the issue opening date is
November 01, 2012.

b. The Company, vide letter dated December 04, 2013, had submitted that they had issued
Rs.11.44 lakhs debenture. However, as per this sheet, the Company has stated to have raised
an amount of Rs. 13 crores between October 05, 2012 and June 30, 2013.
The above facts indicate that the Company was submitting contradictory/false information
to SEBI.

m. Copy of resolution passed on September 24, 2012

n. Soft copy of letter dated August 19, 2014, sent by PIL to SEBI
8.

Though adequate opportunities were granted to the Company/other noticees to appear and

make their oral submissions, a final opportunity was afforded to the Company in view of its request
made vide letter dated September 26, 2014. This opportunity was also afforded to other noticees
for whom personal hearing was not completed. The said personal hearing was fixed on December
11, 2014 in the SEBI Eastern Regional Office at Kolkata, when personal hearings were scheduled in
various other matters. However, even in this final opportunity, there was no appearance by the
Company, and its directors Mr. Anukul Maiti, Smt. Kanika Maiti and Mr. Swapan Roy. It is noted
that the SEBI notice dated November 21, 2014 informing the Company of the scheduled personal
hearing was delivered. However, the notices sent to the others returned with the remarks
"unclaimed" for Mr. Anukul Maiti and Smt. Kanika Maiti and "absent" for Mr. Swapan Roy.
9.

On December 11, 2014, personal hearings were also afforded in the matters of Mega

Mould India Limited and I Core E-Services Limited. Mr. P. Chanda (this was the representative for
the Company in the personal hearing held on August 22, 2014) who represented Mega Mould Limited stated
that the Company and I Core are part of the same group and requested for copies of the interim
orders passed in the above two matters. Copies were furnished by SEBI and acknowledged by him.
In view of the above conduct of the Company and other noticees, the hearing in the matter was
closed with respect to them. The representative was informed that Company and its directors Mr.
Anukul Maiti, Smt. Kanika Maiti and Mr. Swapan Roy, should treat that as a final opportunity and
that they may file their written submissions, if any within a period of 14 days.

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10.

Thereafter, vide letter dated February 18, 2014 (appears that the year is mistakenly mentioned as 2014

instead of 2015 - letter received in SEBI on February 23, 2015), the Company had reiterated the submissions

made in its letter dated June 10, 2014. Additionally, it stated that o

The last mobilization of fund through sale of Debentures was on 10.11.2012 and thereafter
no debentures were issued.

o The

Company

and

its

directors

are

not

issuing

any

Prospectus/offer

document/advertisements for issue of any securities.

o No immovable property was acquired by the Company through issue of debentures and that
the money so mobilised was only utilized for funding the business of group/associate
companies.
o Funds raised by the Company have already been utilized to build infrastructure of
group/associate companies, which were formed for manufacturing and trading purpose.
Those funds were utilized in the year of issue itself and long before the directives of SEBI.
o Non-continuance of Mr. Pulak Roy as the debenture trustee would result in vacuum, unless
another person is substituted. In this regard, the Company had requested SEBI for a specific
directive.
o The Company has also submitted the following:
"7. Further to above we are to intimate you that as per our system we have raised only Rs.674.87 Crores in
total through the issue of secured non-convertible Debenture till 04.06.2013 for this company and for M/s
Mega Mould (I) Ltd. As per audited accounts of M/s Mega Mould (I) Limited as on 31.03.2013
Debenture around Rs.343.10 Crore is outstanding. Hence balance amount of Rs. 331.77 Crore is raised
against the company. Repayment of Rs.42.62 Crore in total has been made. A CD in this respect is
enclosed.
8. Further we are to intimate your good self that we have free hold property book value of which is worth not
less that Rs. 502.82 Crore in form of factory, land building, factory building in Riju Cements ltd, I Core
Super Cement ltd, I core Poly fab (P) ltd etc etc. If the same is allowed to be disposed off (Under supervision
of SEBI officials etc) then we can free from all debenture/deposit debt.
9. Besides business assets which are given from Balance Sheet, we are also having other business assets the
value of which is not less than Rs. 300 Crore. Further the market value of assets mentioned in pt. no. 8
and pt. no 9 will be around Rs. 1000 Crore in total.

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10. Further we are trying our level best to run following companies 1) I Core Poly Fab (P) Ld 2) Riju
Cements Ltd. 3) I Core Super Cements (P) Ltd. 4) I Core E Services Ltd. 5) I Core Apparels Pvt. Ltd.
and we hope to refund all the principal debenture liabilities.
Sir, we hope we have elaborately explained you all the action taken on your directives as per your satisfaction
and request you to kindly drop the proceedings against us and allow us to sell our property and utilize the
same for repayment of debentures."
The aforesaid letter enclosed the following :
1. I Core Debenture List
2. CD - claimed to contain debentures raised and paid
3. I Core E-Services Limited - Projected Balance Sheet for 2015, 2016, 2017, 2018, 2019, 2020
and 2021.
4. I Core E-Services Limited - Projected Profit and Loss Statement for 2015, 2016, 2017, 2018,
2019, 2020 and 2021
5. Copy of Balance Sheet of Sri Anukul Maiti and Smt. Kanika Maiti, the main directors as on
31.03.2013.
6. Debenture payment details
From the above documents, it is noted that the documents mostly pertain to other group companies
(I Core E services and I Core Poly Fab). The Company had enclosed 'I Core Debenture List' and
the details mentioned therein match with the details given in the CD. This list therefore does not
pertain to the Company. The Company has also enclosed 'Debenture Payment Details', which
contain the names of group companies/entities/persons from whose bank accounts, the payments
are claimed to have been made.

As per this list, the Company claimed to have repaid

Rs.40,24,65,911/-. However, no other proof was submitted to substantiate this claim.

11.

I have considered the interim order, the submissions made by the noticees, material

submitted by them and the other documents available on record. The charge against the Company
and its directors is that the Company had made a public offer and issued NCDs during the financial
years 2012-2013 and 2013-2014 and had issued NCDs to 8593 investors and mobilized `11.44
crores. At the cost of repetition, the following table is reproduced from the interim order:

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No. of
Subscribers to
the Issue

Total Amount (
in Crores)

Year

Type of Security

2012 13

Secured Non Convertible Redeemable Debenture

7811

10.56

2013 14

Secured Non Convertible Redeemable Debenture

782

0.88

8593

11.44

Total

12.

As per the Company's submissions dated December 04, 2013 and as alleged in the interim

order:
(a) The offer and issue of NCDs were made pursuant to the Resolution made in the meeting of the
Board of Directors of the Company held on September 24, 2012.

The extract of this Resolution

was signed by Mr. Swapan Roy, director of the Company. As per this Resolution, the Board of
Directors were authorized to issue 1,50,00,000 "Secured Non Convertible Redeemable Debentures
of Rs.100/- each aggregating Rs.1,50,00,00,000/- (i.e., Rs.150 crores)". Mr. Swapan Roy and /or Mr.
Samar Mustafi and /or Mr. Atanu Halder, directors were authorised to execute necessary papers
including signing the Debenture Trust Deed and Mortgage Deed with Mr. Pulak Roy, Debenture
Trustee including filing of Form 10 and/or Form-8 in accordance with the necessary provisions of
the Companies Act, 1956.
(b) The Resolution also stated that the offer and allotment of debentures would be on a private
placement basis and in accordance with section 67(3) of the Companies Act, 1956.
(c) The issue was open from November 01, 2012 to October 31, 2013. The same was also
mentioned in the Application Form inviting subscriptions to its offer of NCDs ("the Application
Form").
(d) As per the Application Form (forwarded by the Company to SEBI), the Company had mentioned the
following terms and conditions of debentures:
Issue Size
Nature of Instrument
Instrument Form
Face Value
Issue Price

Rs.150 Crore
Secured NonConvertible Redeemable Debentures
Physical /Demat
Rs.100/- per Debenture
Rs.100/- per Debenture

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Minimum Subscription
Tenure
Put & Call Option
Redemption/
Maturity
Coupon Rate

Interest Payment

10 Debentures in multiples of 10 Debenture thereafter

364 days
None
At par
Plan
Issue Price
minimum
10
Debentures
@ 100 Per
Debenture
(100x10)
Redemption
Period
Redemption
Premium
Maturity
Amount
Annualized
Yield on
Investment
TD

A
1000

B
1000

C
1000

D
1000

364
days
120

3 Years

8 Years

500

5.6
Years
1000

1120

1500

12%

13.75%

E
1000

F
1000

3000

10
Years
5000

13
Years
9000

2000

4000

6000

10000

12.8%

17.71%

18.32%

18.11%

3 Years

3
6 Years 6 Years 9 Years
9
12
12
Years
Years
Years
Years
Minimum
12%
12.5%
14%
14.5%
15.5%
16%
18%
18.5%
10
General
for
for
for
General
for
General
for
Debentures
Senior General Senior
Senior
Senior
Citizen
Citizen
Citizen
Citizen
N.B.: Another 50% Bonus at the time of Redemption. Subject to achievement of the projected
business target (for TD only)
On Maturity

(e) Individuals, Scheduled Commercial Banks, Financial Institutions, Insurance Companies, Mutual
Funds and Bodies Corporate could apply for the debentures (Source: Application Form-Who can apply).
(f) The Company had also admitted the following :
"The company had circulated 9000 Application Forms inviting subscription for Debentures"
"Till date (i.e., as on December 04, 2013) the company has received 8593 Application Forms."
"The company had allotted 11,44,711 Debenture Certificate..."
13.

The Company has, in its submissions (made vide letter dated June 10, 2014), stated that the

non-compliances as alleged in the interim order were due to its ignorance about the applicable
provisions of law and also due to the fact that 'clearances were received from RoC'. As mentioned
above, the Company had issued NCDs to 7811 investors during 2012-2013 and raised Rs.10.56

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crores and issued NCDs to 782 investors during 2013-2014 and raised Rs.88 lakhs. I also note that
the Company, vide its letter dated February 18, 2015, had inter alia stated the following:
"7. Further to above we are to intimate you that as per our system we have raised only Rs.674.87 Crores in
total through the issue of secured non-convertible Debenture till 04.06.2013 for this company and for M/s
Mega Mould (I) Ltd. As per audited accounts of M/s Mega Mould (I) Limited as on 31.03.2013
Debenture around Rs.343.10 Crore is outstanding. Hence balance amount of Rs. 331.77 Crore is raised
against the company. Repayment of Rs.42.62 Crore in total has been made. ..."
The Company has stated to have raised Rs.331.77 crores through the issue of NCDs and had
also claimed to have refunded Rs.42.62 crores. However, no proof has been submitted to
substantiate the claim of making refunds by the Company.
14.

In view of the above admission and observations, the issue of NCDs by the Company

during the financial years 2012-2013 and 2013-2014 do amount to 'public issue' of such securities in
terms of the first proviso to section 67(3) of the Companies Act, 1956. While examining the scope of
section 67 of the Companies Act, 1956, the Hon'ble Supreme Court of India in the matter of Sahara
India Real Estate Corporation Limited & Ors. Vs. SEBI (Civil Appeal no. 9813 and 9833 of 2011)
(hereinafter referred to as the 'Sahara Case'), had observed that:
Resultantly, if an offer of securities is made to fifty or more persons, it would be deemed to be a public issue, even if
it is of domestic concern or proved that the shares or debentures are not available for subscription or purchase by
persons other than those received the offer or invitation.
... ... that any share or debenture issue beyond forty nine persons, would be a public issue attracting all the relevant
provisions of the SEBI Act, regulations framed thereunder, the Companies Act, pertaining to the public issue. "
[Emphasis supplied]
15.

Accordingly, the Company was mandated to comply with the provisions of the Companies

Act including sections 56, 60 {read with section 2(36)} and 73 of the Companies Act. In terms of
section 56(1) of the Companies Act, 1956, every prospectus issued by or on behalf of a company,
shall state the matters specified in Part I and set out the reports specified in Part II of Schedule II of
that Act. Further, as per section 56(3) of the Companies Act, 1956, no one shall issue any form of
application for shares in a company, unless the form is accompanied by abridged prospectus,

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contain disclosures as specified. Section 60 read with section 2(36) of the Companies Act mandates a
company to register its 'prospectus' with the RoC, before making a public offer/ issuing the
'prospectus'. Further, by issuing NCDs to more than 50 persons, the Company had to compulsorily
list such securities in compliance with section 73 of the Companies Act, 1956. As per section 73(1)
and (2) of the Companies Act, 1956, a company is required to make an application to one or more
recognised stock exchanges for permission for the shares or debentures to be offered to be dealt
with in the stock exchange and if permission has not been applied for or not granted, the company
is required to forthwith repay with interest all moneys received from the applicants. The Company
appears to have contravened the said provisions as it has neither made an application seeking listing
permission nor refunded the amounts on account of such failure. The Company has also not
complied with the provisions of section 73(3) as it has not kept the amounts received from investors
in a separate bank account and failed to repay the same in accordance with section 73(2) as observed
above. In the matter of the Saharas, the Hon'ble Supreme Court of India, while examining the
provisions of section 73 of the Companies Act, 1956 has observed as under :

"93. Section 73(1) of the Act casts an obligation on every company intending to offer shares or debentures to the public
to apply on a stock exchange for listing of its securities. Such companies have no option or choice but to list their
securities on a recognized stock exchange, once they invite subscription from over forty nine investors from the public. If
an unlisted company expresses its intention, by conduct or otherwise, to offer its securities to the public by the issue of a
prospectus, the legal obligation to make an application on a recognized stock exchange for listing starts. Sub-section
(1A) of Section 73 gives indication of what are the particulars to be stated in such a prospectus. The consequences of
not applying for the permission under sub-section (1) of Section 73 or not granting of permission is clearly stipulated in
sub-section (3) of Section 73. Obligation to refund the amount collected from the public with interest is also mandatory
as per Section 73(2) of the Act.
94. Listing is, therefore, a legal responsibility of the company which offers securities to the public, provided offers are
made to more than 50 persons. ... ... A company cannot be heard to contend that it has no such intention or idea to
make an application to the stock exchange. "
16.

As NCDs are 'debt securities', the Company was also mandated to comply with the

provisions of the ILDS Regulations and the following provisions of such regulations as alleged in
the interim order :

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i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
xii.
xiii.
xiv.
xv.
17.

Regulation 4(2)(a) Application for listing of debt securities

Regulation 4(2)(b) In-principle approval for listing of debt securities
Regulation 4(2)(c) Credit rating has been obtained
Regulation 4(2)(d) Dematerialization of debt securities
Regulation 4(4) Appointment of Debenture Trustee
Regulation 5(2)(b) Disclosure requirements in the Offer Document
Regulation 6 Filing of draft Offer Document
Regulation 7 Mode of disclosure of Offer Document
Regulation 8 Advertisements for Public Issues
Regulation 9 Abridged Prospectus and application forms
Regulation 12 Minimum subscription
Regulation 14 Prohibition of mis-statements in the Offer Document
Regulation 15 Trust Deed
Regulation 19 Mandatory Listing
Regulation 26 Obligations of the Issuer, etc.

The Company, admittedly, has not complied with the above provisions of law in respect of

its issue of NCDs to the public investors. The Company has stated that such violations occurred
because of the ignorance of the applicable law by the management. However, these cannot be a
valid defence as ignorantia juris non excusat. Though the Company has tried to camouflage its offer
and issue of NCDs as being done on 'private placement', it has vide its application forms, invited 'all and
sundry' to participate and subscribe to its offer of NCDs.
18.

In view of the above, I hereby find that the Company has contravened the provisions of the

Companies Act, 1956 which regulates the issue of securities, including sections 60 read with section
2(36), 56(1), 56(3) and 73 of the Companies Act, 1956 and the provisions of the ILDS Regulations,
in respect of its issuance of NCDs. Accordingly, the natural consequence for the Company, having
illegally and irregularly mobilized public funds under its offer and issue of NCDs, is to refund the
monies so mobilized to investors with interest. Further, SEBI is also in receipt of many investor
complaints, wherein the complainants have alleged that the Company is not repaying their invested
amount. Though the Company, vide its replies dated June 10, 2014 and September 26, 2014,
submitted that it has made repayments to its debenture-holders, no proof for the same was
submitted. I also note that the Company had inter alia submitted the following :

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"8. Further we are to intimate your good self that we have free hold property book value of which is worth not
less that Rs. 502.82 Crore in form of factory, land building, factory building in Riju Cements ltd, I Core
Super Cement ltd, I core Poly fab (P) ltd etc etc. If the same is allowed to be disposed off (Under supervision
of SEBI officials etc) then we can free from all debenture/deposit debt.
9. Besides business assets which are given from Balance Sheet, we are also having other business assets the
value of which is not less than Rs. 300 Crore. Further the market value of assets mentioned in pt. no. 8
and pt. no 9 will be around Rs. 1000 Crore in total."
In view of the above submission, it would be appropriate and reasonable to allow the Company to
liquidate its assets for the sole purpose of repaying the NCD holders.
19.

The interim order has been issued against the directors of the Company, namely Mr. Anukul

Maiti, Smt. Kanika Maiti, Mr. Swapan Roy, Mr. Samar Mustafi and Mr. Atanu Halder.

In this

regard, the above persons are shown as 'directors' of the Company in the information as available in
the website of the Ministry of Corporate Affairs:
DIN/DPIN/PAN

01884307

02029931

ANUKUL
MAITI

Present
residential address

Designation

1/29 KHANPUR
ROAD, NAKTALA,
KOLKATA, 700047,
West Bengal, INDIA

Director

06/10/2012

Director

06/10/2012

19/09/2012

1/29 KHANPUR ROAD

NEAR OPPOSITE
SATSANGHA BIHAR, P
KANIKA MAITI O NAKTOLA PS
JADAVPUR, KOLKATA,
700047, West Bengal,
INDIA

Date of
Appointment

02621357

SWAPAN
ROY

UTTARPARA,
RAJRAJESHWARPUR,,
PATHARPRATIMA,
SOUTH 24
Director
PARGANAS,,
PARGANAS, 721301,
West Bengal, INDIA

05306052

SAMAR
MUSTAFI

UTTAR BABUPARA, 5,
KOTWALI,
JALPAIGURI, 735101,
West Bengal, INDIA

Director

19/09/2012

ATANU
HALDER

1/172/4, J R R ROAD,
SRIKISHNA APPTT,
FLR 5,, BL CF, FLAT
4E, P.O.- N C PUKUR,,
KOLKATA, 700122,
West Bengal, INDIA

Director

19/09/2012

05340687

20.

Full Name

Noticees, Mr. Anukul Maiti, Smt. Kanika Maiti and Mr. Swapan Roy did not file their

individual replies, even when adequate opportunities were afforded. I also note their conduct in

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returning the interim order/SEBI hearing notices with remarks such as "refused", "unclaimed" and
"absent". Such conduct is reprehensible. There are a plethora of judgments of the Hon'ble Supreme
Court and the Hon'ble High Courts wherein it has been held that if a person refuses the notice, such
notice is deemed to have been served on the person. Further, Mr. Anukul Maiti and Ms. Kanika
Maiti are aware of the proceedings as they have signed in the Company's letters/replies dated
December 04, 2013 and June 10, 2014.

I also note the following from the Application Form :

(a) Mr. Anukul Maiti has formed the ICORE group in April 2007;
(b) Smt. Kanika Maiti is also the Secretary of Triloke Enterprises (W.B.).
As the persons have been indicated as directors of the Company since 2012 and the violations have
occurred during the years 2012-2013 and 2013-2014, I hereby find Mr. Anukul Maiti, Smt. Kanika
Maiti and Mr. Swapan Roy liable for the violations committed by the Company, as found above. I
also note that the above persons are present as directors in Mega Mould India Limited and I Core EServices Limited. These two companies have also been found to have allegedly contravened the
norms relating to public issue of securities. SEBI has passed interim orders in those matters also.
The Company has, in its submissions, also admitted that Mega Mould India Limited is its associate
company. I also note the following from the interim order:
5.1

"..............
Further, it appears reasonable to infer from the following that PIL was formed only for the purpose of fund
mobilization through the "Offer of NCDs"
i.
ii.

PIL was incorporated on September 19, 2012.

The "Offer of NCDs" was stated to have been made on a private placement basis pursuant to the
Resolution of the Committee of Directors of PIL passed at the Board Meeting held on September 24,
2012.
iii. The Mortgage and Charge in respect of the "Offer of NCDs" was created on September 25, 2012 and
to that effect, PIL was issued Certificate of Registration of Mortgage on October 5, 2012.
iv. The "Offer of NCDs" occurred w.e.f. November 1, 2012 i.e. immediately within a month and a half of
PIL's date of incorporation, which was September 19, 2012. "
In view of the above, it can be concluded that Mr. Anukul Maiti, Smt. Kanika Maiti and Mr. Swapan
Roy have incorporated various companies with the sole objective of mobilizing public funds in an
illegal and irregular manner. I also note that SEBI, vide Order dated March 05, 2015, has found
Mega Mould India Limited and its promoters/directors including Mr. Anukul Maiti, Smt. Kanika

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Maiti and Mr. Swapan Roy, to have issued securities in violation of the norms pertaining to public
issue of securities. SEBI has also issued suitable directions against them. Further, vide another Order
dated March 05, 2015, the interim directions issued by SEBI in the matter of I Core E-Services
Limited were confirmed.
21.

As regards Mr. Atanu Halder and Mr. Samar Mustafi ; they have submitted that they are

the associates of Triloke Enterprises and were engaged in collecting money from potential
depositors under various financial schemes and had deposited the same in the Company's account.
They contend that they were never given any remuneration for being a director of the Company.
They have submitted copies of identity cards issued by Triloke Enterprises to prove that they were
employed with that entity. Though they contend that their names were included in the list of
directors of the Company through a 'sinister ploy of Mr. Anukul Maiti to fasten liability on them',
they have not submitted that they have initiated appropriate legal action against the Company/Mr.
Anukul Maiti. Further, it appears that they have expressed their grievance only after the interim
order was passed. If a difficult situation had not arisen, these persons could have continued in their
positions as directors in the Company without any protest. As mentioned above, the names of these
persons are present in the list of directors of the Company. In such circumstances, Mr. Atanu
Halder and Mr. Samar Mustafi are found liable, as directors of the Company, for the violations
committed by the Company in respect of the Company's offer and issue of NCDs.
22.

The interim order has also mentioned that "7.1 From information obtained by SEBI from the

MCA 21 Portal, it is observed that PIL appointed Shri Pulak Roy as Debenture Trustee for the issue of NCDs by
that company, which is also observed from the extracts of the Minutes of the Meeting of the Board of Directors of PIL
held on September 24, 2012 (as submitted vide PIL's letter dated December 4, 2013). Further, it is observed that
PIL created a charge for an amount of `150 Crores in favour of Promotech Infratech Debenture Trust". The
interim order has alleged that Mr. Pulak Roy has contravened the provisions of section 12(1) of the
SEBI Act by acting as an unregistered debenture trustee and also failed to meet the eligibility criteria
for Debenture Trustee, as specified under regulation 7 of the DT Regulations. Mr. Pulak Roy has
contended that he was never a Debenture Trustee in respect of the issue of NCDs by the Company.
He further submitted that he was employed with I Core E-Services Limited and to support the same
had submitted his pay-slips issued by I Core E-Services. He also submitted that he has resigned from
I Core and also withdrew from the position of debenture trustee of the Company. I have perused

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the documents submitted by this noticee. Though as per the pay slips it could be ascertained that
Mr. Pulak Roy was employed with I Core, there are documents that indicate that he was appointed
as a debenture trustee of PIL. PIL has stated that Mr. Pulak Roy was appointed as a Trustee due to
ignorance and that his appointment was not questioned by the ROC.

As alleged in the interim

order, Mr. Pulak Roy is not registered as a debenture holder under section 12(1) of the SEBI Act
and has agreed to act in that capacity, which is in contravention of the law. He does not fulfill the
eligibility criteria prescribed for a debenture trustee. In view of such findings, I hereby find Mr.
Pulak Roy liable for such contraventions.
23.

During the personal hearing, Mr. Atanu Halder, Mr. Samar Mustafi and Mr. Pulak Roy

submitted that they were lured into becoming directors in the Company as they were told that the
Company is rewarding them for the good business they had generated by collecting monies from the
public and depositing the same with the Company. They feel aggrieved that Mr. Anukul Maiti and
Smt. Kanika Maiti were mis-representing that the Company's certificate of incorporation issued by
the RoC was a license for the Company to mobilize money from the public. They requested for a
personal hearing along with Mr. Anukul Maiti and Smt. Kanika Maiti and to confront them with
their questions. However, Mr. Anukul Maiti and Smt. Kanika Maiti did not appear in any of the
personal hearings afforded in the matter. As stated above, Mr. Anukul Maiti and Smt. Kanika Maiti
have promoted three companies and mobilized public funds without complying with the applicable
law. In such circumstances, if aggrieved, Mr. Atanu Halder, Mr. Samar Mustafi and Mr. Pulak Roy
are at liberty to take appropriate action against the Company/ Mr. Anukul Maiti and Smt. Kanika
including steps for removing their names from the list of directors of the Company.
24.

In view of the foregoing, I in exercise of the powers conferred under section 19 of the

Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11A, 11B and 11(4)
thereof and regulation 28 of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008,
hereby issue the following directions :
1. Promotech

Infratech

Limited

(CIN

U45400WB2012PLC186216)

(PAN

AAGCP8666G), its promoters and directors including Mr. Anukul Maiti (DIN01884307) (PAN AOMPM9182R), Smt. Kanika Maiti (DIN - 02029931) (PAN
AOTPM3722N), Mr. Swapan Roy (DIN - 02621357) (PAN ANVPR7210H), Mr.

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Samar Mustafi (DIN - 05306052) (PAN BEMPM2731R) and Mr. Atanu Halder
(DIN - 05340687) (PAN ACOPH3040D) jointly and severally, shall forthwith refund the
money collected by the Company through the issuance of Secured Non-Convertible
Redeemable Debentures (which have been found to be issued in contravention of the public issue norms
stipulated under the Companies Act, 1956 and the ILDS Regulations in this Order), with returns that
were promised by the Company to its investors. In case of delay in making the repayments,
the Company, its promoters and directors, shall jointly and severally, return the money
collected from its investors with an interest of 15% per annum compounded at half yearly
intervals, from the date of this Order till the date of actual payment. The above directed
interest on the delayed payments shall be over and above the returns that are due to its
investors of such instruments.
2. The repayments to investors shall be effected only in cash through Bank Demand Draft or
Pay Order.
3. The Company and its directors, Mr. Anukul Maiti, Smt. Kanika Maiti, Mr. Swapan Roy, Mr.
Samar Mustafi and Mr. Atanu Halder are permitted to sell the assets of the Company only
for the sole purpose of making the refunds as directed above and deposit the proceeds in an
Escrow Account opened with a nationalised Bank.
4. The Company shall issue public notice, in all editions of two National Dailies (one English
and one Hindi) and in one local daily (in Bengali) with wide circulation, detailing the
modalities for refund, including details on contact persons including names, addresses and
contact details, within fifteen days of this Order coming into effect.

5. After completing the aforesaid repayments, the Company shall file a certificate of such
completion with SEBI from two independent peer reviewed Chartered Accountants who are
in the panel of any public authority or public institution. For the purpose of this Order, a
peer reviewed Chartered Accountant shall mean a Chartered Accountant, who has been
categorized so by the Institute of Chartered Accountants of India ("ICAI").
6. The Company is directed not to, directly or indirectly, access the capital market by issuing
prospectus, offer document or advertisement soliciting money from the public and is further

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restrained and prohibited from buying, selling or otherwise dealing in the securities market,
directly or indirectly in whatsoever manner, from the date of this Order till the expiry of 4
years from the date of completion of refunds to investors, made to the satisfaction of SEBI,
as directed above.
7. The directors of the Company, Mr. Anukul Maiti (DIN- 01884307), Smt. Kanika Maiti
(DIN - 02029931), Mr. Swapan Roy (DIN - 02621357), Mr. Samar Mustafi (DIN 05306052) and Mr. Atanu Halder (DIN - 05340687) are restrained from accessing the
securities market and are further prohibited from buying, selling or otherwise dealing in
securities, directly or indirectly, with immediate effect. They are also restrained from
associating themselves, with any listed public company and any public company which
intends to raise money from the public, or any intermediary registered with SEBI, with
immediate effect. The above directions shall continue to be in force for a further period of 4
years from the date of completion of refunds to investors, made to the satisfaction of SEBI,
as directed above.
8. The Company, its directors, Mr. Anukul Maiti, Smt. Kanika Maiti, Mr. Swapan Roy, Mr.
Samar Mustafi and Mr. Atanu Halder are also directed to provide a full inventory of all their
assets and properties and details of all their bank accounts, demat accounts and holdings of
shares/securities, if held in physical form.
9.

Mr. Pulak Roy shall not offer himself to be engaged as a debenture trustee or in any
capacity as an intermediary in the securities market, without obtaining a certificate of
registration to undertake that assignment as required under law. Further, Mr. Pulak Roy is
restrained from accessing the securities market and further restrained from buying, selling or
dealing in securities, in any manner whatsoever, for a period of 4 years.

25.

The above directions shall come into force with immediate effect.

26.

In case of failure of the Company, its directors, Mr. Anukul Maiti, Smt. Kanika Maiti, Mr.

Swapan Roy, Mr. Samar Mustafi and Mr. Atanu Halder to comply with the aforesaid directions,
SEBI shall take appropriate action against them and other persons/officers who are in default,

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including launching of prosecution proceedings, adjudication proceedings and attachment and

recovery proceedings, in accordance with law. SEBI would also a. make a reference to the State Government/ Local Police to register a civil/ criminal
case against Promotech Infratech Limited, its promoters, directors and its managers/
persons in-charge of the business and its schemes, for offences of fraud, cheating,
criminal breach of trust and misappropriation of public funds; and
b. make a reference to the Ministry of Corporate Affairs, to initiate the process of winding
up of the company, Promotech Infratech Limited.
27.

This Order shall not prejudice any further action, in accordance with law, that SEBI may

initiate against the Company and its directors/promoters for the violations as observed in this
Order.
28.

Copies of this Order shall be served on the recognised stock exchanges and depositories for

information and necessary action.

29.

A copy of this Order shall also be forwarded to the Ministry of Corporate Affairs/concerned

Registrar of Companies, for their information and necessary action with respect to the
directions/restraint imposed above against the Company and the individuals.

PRASHANT SARAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA
Date : March 05, 2015
Place: Mumbai

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