WTM/PS/24/NRO/JULY/2015

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA

CORAM: PRASHANT SARAN, WHOLE TIME MEMBER
ORDER
Under Sections 11 and 11B of Securities and Exchange Board of India Act, 1992
In the matter ofWeird Infrastructure Corporation Limited
In respect of Weird Infrastructure Corporation Limited, Mr. Sanjay Kumar Das, Mr. Gopal
Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr.
Jadunath Jena, Mr. Bhabagrahi Behera and Mr. Harish Chandra
Date of Hearing: February 10, 2015 and March 10, 2015
Appearance: Mr. Bichitra Nandan Muni, Advocate,
Mr. Kali Charan Maity, Advocate,
Mr. Harish Chandra.
For SEBI:

Ms. Anitha Anoop, Deputy General Manager,

Mr. Narendra Rawat, Deputy General Manager,
Mr. Pradeep Kumar, Assistant General Manager and
Ms. Meenakshi Jayant, Assistant General Manager.
__________________________________________________________________________
1.

Securities and Exchange Board of India (hereinafter referred to as 'SEBI'), had pursuant to a
preliminary enquiry into non-compliances with the public issue norms stipulated under the
provisions of the Companies Act, 1956 including Sections 56, 60 [read with Section 2(36)]and
73 thereof by the company, Weird Infrastructure Corporation Limited(hereinafter referred
to as 'WICL' or 'the Company') in respect of offer and issuance of Secured Non-Convertible
Redeemable Debentures (hereinafter referred to as 'NCD'), issued an ex-parteinterim order
dated September 24, 2014 (hereinafter referred to as 'the interim order') against the Company
and its directors including Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan
Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi
Behera and its debenture trustee namely Mr. Harish Chandra(hereinafter collectively referred
to as 'noticees').

2.

As per the interim order, the Company had issued and allotted 1,62,794 NCDs of face value of
1,000 each aggregating to about

16.28 crore. The interim order also mentioned the

following:
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 the Offer of NCDs is stated to have been made on a private placement basis, yet, it is observed
that through the same, WICL issued and allotted 1,62,794 NCDs and mobilized approximately Rs.
16.28 Crores as on March 31, 2012. I feel it is an eminently reasonable conclusion to draw from the
aforesaid facts that the Offer of NCDs would have also been subscribed several times over the threshold
for a private placement i.e. 49 persons, for attaining the mobilization of Rs. 16.28 Crores. I therefore,
find that the Offer of NCDs was nothing but a public issue of securities under the first proviso to
Section 67(3) of the Companies Act, 1956.
The interimorder further observed that the Offer of NCDs would prima facie qualify as a public
issue under the first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the
Hon'ble Supreme Court of India in the Sahara Case. In this regard, it is pertinent to note that by virtue of
Section 55A of the Companies Act, Section 67 of that Act, so far as it relates to issue and transfer of
securities, shall also be administered by SEBI.
3.

In view of such alleged contraventions committed by the Company and its directors, to
safeguard the investors and to prevent the Company from further carrying on with its fund
mobilizing activity under its offer and issue of NCD, the following directions were issued vide
the interim order :
"... ...
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.

ii.

iii.

iv.
v.
vi.

vii.
viii.

WICL shall not mobilize funds from investors through the Offer of NCDsor 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;
WICL and its present Directors, viz. Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Bhabagrahi
Behera including its past Directors, viz. Mr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand
Mohan Ghosh and Mr. Bajrang Lal Bohara, 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;
WICL and its abovementioned Directors, are restrained from accessing the securities market and further
prohibited from buying, selling or otherwise dealing in teh securities maretk, either directly or indirectly,
till furtehr directions;
WICL shall provide a full inventory of all its assets and properties;
WICL's abovementioned Directors shall provide a full inventory of all their assets and properties;
WICL 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 offer of NCDs, without prior
permission from SEBI;
WICL and its abovementioned present Directors shall not divert any funds raised from public at large
through the offer of NCDs, which are kept in bank account(s) and/or in the custody of WICL
...
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ix. The Debentures Trustee, viz. Shri Harish Chandra, is prohibited from continuing with its present
assignment as a debenture trustee in respect of the Offer of NCDs of WICL and also from taking up
any new assignment or involvement in any new issue of debentures, etc. in a similar capacity, form the
date of this order till further directions;
10. The above directions shall take effect immediately and shall be in force until further orders.
... ...
12. This Order is without prejudice to the right of SEBI to take any other action that may be initiated
against WICL and its abovementioned Directors, its Debentures Trustee, viz. Shri Harish Chandra, in
accordance with law."
4.

The interim order advised the Company and its directors, Mr. Sanjay Kumar Das, Mr. Gopal
Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara, Mr.
Jadunath Jena, Mr. Bhabagrahi Behera and the Debenture Trustee viz. Mr. Harish Chandra
that they may file their replies within 21 days from the date of receipt of the order and also to
seek an opportunity of personal hearing.

5.

The interimorder forwarded to the Company, Mr. Avijit Chaterjee, Mr. Sanjay Kumar Das and
Mr. Gopal Dalapatireturned undelivered.Attempts were made to serve the interim order by way
of affixture at the Company's registered office address. However, it was found that no such
company existed at the address as mentioned in RoC records. Later the interim order was
delivered to Mr. Avijit Chaterjeeand the same was affixed on the last known address of Mr.
Sanjay Kumar Das and Mr. Gopal Dalapati. A public notice dated December 21, 2014, was
also issued in this regard.

6.

The noticees namely Gopal Dalapati and Sanjay Kumar Das vide respective letters both dated
December 27, 2014, submitted that they had resigned from the Company on August 27, 2010
and that they were the directors of the Company only for a period of three months. They also
requested for a copy of the interim order and requested for an extension of 60 days time for
replying to the interim order. Gopal Dalapati vide his another letter dated December 24, 2014,
submitted that he was only a namesake director of the Company for a limited period of
approximately six months and had resigned with effect from August 27, 2010. He also
submitted a copy of the Form 32 in support of his submissions, which was taken on record.
The Company vide its letter dated January 02, 2015, replied to the public notice of SEBI and
requested for a copy of the interim order.The Company was provided with a copy of the interim
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order vide letter dated January 09, 2015.Mr. Harish Chandra vide his letter dated October 30,
2014 requested for 30 days time to reply to the interim order. Vide another letter dated
November 27, 2014, he replied to the interim order.
7.

Before proceeding further with the matter, an opportunity of personal hearing was granted to
the noticees on February 10, 2015. However, the noticee namely Sanjay Kumar Das vide his
letter dated February 02, 2015, requested for an extension of four months for submitting the
reply. Harish Chandra vide his letters dated January 27, 2015 and February 05, 2015, requested
for re-scheduling of the personal hearing.

8.

On the date fixed, Mr. Bichitra Nandan Muni, Advocate appeared for the Company and other
noticees namely Mr. Avijit Chatterjee, Mr. Jadunath Jena and two other persons namely Mr.
Sachin Kumar Thakur and Mr. Sanatan Banerjee (stated to be the new directors of the
Company).The advocate submitted that the management of the Company has been changed
and the new directors are Mr. Sachin Kumar Thakur and Mr. Sanatan Banerjee. He also
submitted that the Company would comply with the directions stated in interim order. He filed
the list of assets of WICL alongwith the copies of the title deeds of properties (13 in number)
and balance sheet for 2010-2011 and 2011-2012.Mr. K.C. Maity appeared for the personal
hearing on behalf of the noticees namely Mr. Bhabagrahi Behera, Mr. Sanjay Kumar Das, Mr.
Gopal Dalapati, Mr. Chand Mohan Ghosh, and made oral submissions.
During the course of personal hearing, the advocate, Mr. Bichitra Nandan Muni was advised
to provide the correct addresses of the Company for correspondence. In reply to the same,he
orally provided the addresses of the Company located atMau-Uttar Pradesh, Bihar and
Kolkata. The advocate was also asked to submit the copies of the resolution passed by the
Board of WICL with regard to the issuance of debentures, details with regard to the creation
or modification of charge for the same, prospectus or any other documents/ details filed with
regard to the debentures issued by the aforesaid company including terms for issuance of
debentures, complete list of the allottees, balance sheet for the financial years 2009-10, 20102011, 2011-2012, 2012-2013, 2013-2014 and full inventory of all the assets and properties of
the Company and its directors. For submitting the said details, the noticees were granted
fifteen days time and the matter was adjourned.However, no details were submitted by the
Company.

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Later, another opportunity of personal hearing was granted to the noticees on March 10, 2015.
On this date, Harish Chandra appeared for himself and made submissions;Mr. Bichitra
Nandan Muni appeared for the noticees namely Avijit Chatterjee, Jadunath Jena; Mr. K.C.
Maity appeared for Bhabagrahi Behera, Sanjay Kumar Das, Gopal Dalapati and made oral
submissions. Mr. Bichitra Nandan Muni filed written submissions on behalf of Avijit
Chatterjee and Jadunath Jena, which were taken on record.
Harish Chandra also filed the written submissions, which weretaken on record. No appearance
was made on behalf of the Company and the documents which were asked from the
Company on February 10, 2015, remains unfiled.
9.
i.

The submissions of the noticees in brief are as under:

Mr. Sanjay Kumar Das (vide letters dated January 19, 2015, February 02, 2015 and February
28, 2015) and Mr. Gopal Dalapati (vide letters dated February 04, 2015 and March 02, 2015)
submitted as under:
a. They came to know about the interim order through the public notice in the newspaper.
b. The Company was incorporated on June 04, 2010 and they had resigned from the
Company with effect from August 27, 2010.
c. As per the interim order, the debentures were issued by WICL pursuant to a resolution
passed at a meeting of the Board of Directors dated October 15, 2010 and the same was
registered with the concerned RoC on December 14, 2010. On these dates, theywerenot
the Director of the Company.
d. Vide letters dated February 18, 2015, both of themhad communicated to the
persons/directors of the new management of the Company i.e. Mr. Somonath Santra, Mr.
Sachin Kumar Thakur, Mr.Sekh Ramajan Ali and Mr. Sanatan Banerjee regarding the issues
and/or question raised by SEBI. However, no reply has been received from these persons.

ii.

Mr. Jadunath Jena vide his letter dated February 02, 2015, replied to SEBI and submitted
that he had resigned from the Company on May 26, 2014. It was submitted that he has no
knowledge of issuance of notice/ orders against him and requested for a copy of the interim
order.

iii.

The representative ofMr. Avijit Chatterjeevide his letter dated March 10, 2015 submitted that
he had resigned from the Company w.e.f. January 13, 2015.
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iv.

Mr. Bhabagrahi Behera vide his letters dated February 04, 2015 and March 02, 2015,
submitted that:
a. He was an active director of the Company from June 24, 2012 to May 25, 2014 and had
resigned on May 26, 2014.
b. He has no reference/knowledge of issuance of the interim order against him.He had
resigned from the Company as it used to pay irregular remuneration to him.He was not
involved in any financial activity borne out by WICL.
c. The documents as sought in the hearing dated February 10, 2015 are neither related to him
nor available with him.
d. On February 18, 2015, he had communicated with the persons/directors of the new
management of the Company i.e. Mr. Somonath Santra, Mr. Sachin Kumar Thakur, Mr.
Sekh Ramajan Ali and Mr. Sanatan Banerjee regarding the issues and/or question raised by
SEBI. However, no reply has been received from these persons.

v.

Ms. Sunita Bohara vide her letter dated February 04, 2015, submitted that the noticee namely
Mr. Bajrang Lal Bohra had died on November 26, 2013. It was also submitted that she had
no connection with the matter and was not aware of the same. She requested for expunging
the name of her husband from the matter.

vi.

Mr. Harish Chandra vide his letter dated November 27, 2014, submitted as under:
a. The Board of Directors of WICL in a meeting held on October 15, 2011 had approved
issuance of NCDs of

40 crores. The said issue was on private placement basis. The

NCDs were to be secured by mortgage of specified assets of the Company.

b. For the said NCDs, the Company appointed him as Debenture Trustee vide the Debenture
Trust deed dated October 15, 2011. He being an employee of the Company had been
advised by the management to sign the Trust Deed. He had signed the said Trust Deed
without going into the details therof. He had never worked as Debenture Trustee and had
no knowledge of rules and regulations relating to the appointment and duties of Debenture
Trustee. The appointment was more of contractual in nature and not at all statutory in
nature.
c. As he was not comfortable with the appointment, he had made efforts by offering
resignation vide letter dated April 11, 2012. Later, he received a letter from one Mr. Masrus
Ahmed Basheer on May 24, 2012, requesting for the NoC in respect of his appointment as
Page 6 of 18

Debenture Trustee for the said offer of NCDs. The same was forwarded on May 30, 2012,
however, the same was returned undelivered.
d. WICL in its Board Meeting had accepted his resignation from trusteeship. Vide letter dated
July 09, 2012, WICL had confirmed him about the acceptance of his resignation and
discharging him from obligations.
e. Vide letter dated April 03, 2013, WICL had intimated him that no debentures from the
series of NCDs have been issued andthat the board of directors of WICL had decided not
to issue any debenture in near future and also stated that the said issue had been cancelled/
aborted. Vide this letter WICL had requested him to release the NoC for filing satisfaction
of charge with RoC, Kanpur. The same was done by him for the said NCDs of

40 crore.

The Trust Deed was never effectuated as the title deeds of the properties of WICL made/
marked against the said NCDs were not handed over to him.
f. He was not paid any consideration for the said position and his mandate had automatically
terminated upon non creation of security by WICL as contemplated in the said Trust Deed.
10.

I have considered the interim order, submissions of the noticees, the documents furnished and
the material available on record. I note that:
a. The Company was incorporated on June 04, 2010, with the RoC, Kanpur, Uttar Pradesh
with CIN No. U45400UP2010PLC040911. The registered office of the Company is at
Pathak Complex, Pathak Puram Colony, Post Ambedkar Univesity, Rai Bareilly Road,
Lucknow 226025, Uttar Pradesh.
b. The present directors of the Company are Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur,
Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr.
Amrendra Prasad Singh.
c. Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Babugrahi Behera, Mr. Sanjay Kumar Das,
Mr. Chand Mohan Ghosh, Mr. Gopal Dalapati and Mr. Bajrang Lal Bohrawere the earlier
directors of the Company.

11.

I note that none of the noticees have replied on the merits of the case except the debenture
trustee namely Harish Chandra. The Company has not disputed the observations and the
allegations made against it and its directors in the interim order. The interim order alleged that
the Company had issued and allotted 1,62,794 NCDs and mobilized about

16.28 crores as

on March 31, 2012, without complying the public issue norms stipulated under Sections 56,
Page 7 of 18

60 read with Section 2(36) and 73 of the Companies Act, 1956 and the SEBI (Issue and
Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as 'Debt Securities
Regulations'). The interim order had also alleged that the Company, by issuing NCDs to more
than 49 persons, had made a public issue in terms of the first proviso to Section 67(3) of the
Companies Act, 1956. It has also been noted that the NCDs were issued pursuant to the
resolution passed by Board of Directors of the Company at a meeting held on October 15,
2011. In this regard, I note the following observations made in the interim order.
"b. From the brochure circulated by WICL for the Offer of NCDs, it is observed that the invitation for
subscription to the Offer of NCDs extended to "Individuals, Trusts, Corporate Bodies, Minors
(through Guardians), Institutions, Mutual Funds, HUFs, and Co-operative Bodies". Such a
generalized category of investor(s) cannot be said to satisfy the condition of specificity as required under
Section 67(3) of the Companies Act.
... ...
d. In view of the aforesaid, the Offer of NCDs would prima facie qualify as a public issue under the
first proviso to Section 67(3) of the Companies Act, 1956, which has been elucidated by the Hon'ble
Supreme Court of India in the Sahara Case. In this regard, it is pertinent to note that by virtue of
Section 55A of the Companies Act, Section 67 of that Act, so far as it relates to issue and transfer of
securities, shall also be administered by SEBI."
In the absence of any reply or proof from the Company with regard to the allegations made in
the interim order that the issue of NCDs was done through a private placement and that the
number of allottees were less than 49, it has to be presumed that the issue of NCDs of the
Company was a 'public issue' in terms of first proviso to Section 67(3) of the Companies Act,
1956. As the issue of NCDswas a deemed public issue, the Company was required to comply
with the legal provisions governing such public issue including Section 60 of the Companies
Act, 1956 (filing prospectus with Registrar and other requirements) and state in the prospectus, the
matters stipulated under Section 56 thereof. Further, the Company was also mandated to
comply with Section 73 of the Companies Act, 1956, which mandates listing and dealing with
such shares on a stock exchange. I also note that a company while making a public issue of
debentures is required to comply with the applicable stipulations including those pertaining to
listing of the debt securities proposed to be issued, disclosures in the offer document, filing of
draft offer document, advertisements, price discovery through book-building, minimum
subscription, underwriting and redemption, in accordance with the Debt Securities
Regulations.
12.

I also note from the Form 20B (Form for filing annual return) filed by the Company with the
RoC that 1,62,794 NCDs were issued till March 31, 2012 and the value of these was about
Page 8 of 18

16.28 crore. A perusal of the balance sheet for the financial year 2011-2012, reveals that the
value of NCDs issued by the Company till March 31, 2011 was

2,23,39,359.As per the list of

debenture holders attached with the 'Form of Annual Return' it is noted that the Company
had issued debenture to about 597 persons.The very number of investors to whom the
Company has issued NCDs and mobilised funds, confirms the finding that the issue of NCDs
was a public issue of such securities in terms of the first proviso to Section 67(3) of the
Companies Act, 1956.
13.

It is observed that thebalance sheets were available only for the financial year2011 and 2012.
The balance sheets for further years were not submitted by the Company inspite of specifically
asking for these. I note that these details are also not available on the 'MCA 21 portal'. The
representative of the Company was specifically asked on February 10, 2015, during the course
of personal hearing, to submit the balance sheet for the financial years starting from 20092010 till 2013-2014.A letter dated February 19, 2015, with respect to the same was also issued
to the Company, which was returned undelivered. However, till date these details or the other
details as asked during the course of personal hearing dated February 10, 2015, have not been
submitted by the Company. The authorised representative of the Company who appeared on
February 10, 2015, appeared before SEBI on March 10, 2015 and represented Mr. Avijit
Chatterjee and Mr. Jadunath Jena. However, he stated that he was not representing the
Company anymore.
Further, as per the balance sheet of the Company, the Company had mobilised about
16.28as on March 31, 2012. However the fixed assets of the Company have been shown to
be only

6,30,26,594 (tangible assets:

current investments:
current assets
14.

3,12,88,960; non tangible assets:

3,14,97,634) and the current assets of

2,40,000; non-

13,34,09,281 (out of the

10,24,90,413 are short term loans and advances).

The interim order has also alleged that the Company failed to comply with sections 117B and
117C of the Companies Act, 1956. The relevant portion of the said sections are reproduced
below for reference:
"117B. APPOINTMENT OF DEBENTURE TRUSTEES AND DUTIES OF
DEBENTURE TRUSTEES
(1) No company shall issue a prospectus or a letter of offer to the public for subscription of its debentures,
unless the company has, before such issue, appointed one or more debenture trustees for such debentures and
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the company 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 company to be so appointed..."
"117C. LIABILITY OF COMPANY TO CREATE SECURITY AND DEBENTURE
REDEMPTION RESERVE (1) Where a company issues debentures after the commencement of this
Act, it shall create a debenture redemption reserve for the redemption of such debentures, to which adequate
amounts shall be credited, from out of its profits every year until such debentures are redeemed."
There is no material on record to arrive at a finding that it has set up a Debenture Redemption
Reserve. Accordingly, the Company is found to have contravenedSections 117B and 117C of
the Companies Act, 1956.
15.

The Company failed to comply with the Sections 56, 60 read with Section 2(36), 73, 117B and
117C of the Companies Act, 1956 and also of the provisions of the Debt Securities
Regulations, which regulates the offer and issue of securities, including the issuance of NCDs.
Accordingly, the natural consequence of not adhering to the norms governing the issue of
securities to the public is to direct the Company and its promoters/ directors to refund the
monies collected with interest to such investors. Further, in view of the violations committed
by the Company/ its directors, to safeguard the interest of the investors who had subscribed
to theNCDs issued by the Company, it becomes necessary for SEBI to issue appropriate
directions against the Company, its promoters and directors.

16.

I note that SEBI hadalso received various investor complaints against the Company and its
directors wherein allegationswere made that the promoters of the Company had collected
amounts running into thousands of crores from the gullible and innocent public by adopting
and putting in place devious 'ponzi schemes'. Copies of these complaints were also forwarded
to the Company vide letter dated February 18, 2015, however, all these had returned
undelivered. A perusal of these investor complaints reveals that the Company has continued
the issuance of NCDs in the years 2012 and 2013, the details of which, were never filed with
the RoC. I have seen the copies of the 'debenture certificates' enclosed with the investor
complaints, which bears the signatures of Mr. Jadunath Jena as director and Mr. Chand
Mohan Gosh as authorised signatory and promises the rate of interest payable as 15%.
I note that the investor complaints majorly relate to the non receipt of investment proceeds or
the monthly returns. The complainants have enclosed the copies of post-dated cheques for
monthly income plans. A complaint dated November 07, 2014, also alleges that the promoters
Page 10 of 18

and directors of the Company are selling the assets of the Company with a motive to evade
and avoid the regulatory mechanism. The investors have also informed about a clipping from
the newspaper 'Prabhat Khabar' on May 15, 2014, wherein a company, 'G.R. Agro Project
Limited' had announced that it has taken over past and future assets and liabilities of the
WICL. Another investor complaint dated February 16, 2015, alleged that WICL was
compelling its investors to convert the amount invested into the schemes of one 'Prasar Kisan
Credit Producer Company Limited'.
17.

I note that the interim order was issued against the directors of the Company, namely Mr.
Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr.
Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera. As per the available records
Mr. Sanjay Kumar Das, Mr. Gopal Dalapati and Mr. Chand Mohan Ghosh had ceased to a
director since August 27, 2010. It is noted that Mr. Avijit Chatterjee and Mr. Jadunath Jena
became the directors of the Company on August 27, 2010 and ceased to be the directors since
January 13, 2015 and May 26, 2015. Mr. Bhabagrahi Behera became the director of the
Company on June 24, 2012 and had ceased to be the director since May 26, 2014.
It is seen that Sanjay Kumar Das, Chand Mohan Ghosh and Gopal Dalapati were the original
subscribers of the equity share capital of the Company and were also appointed as directors of
the Company at the time of its incorporation. It is also noted from the Article of Association
and the Memorandum of Association filed with RoC that Sanjay Kumar Das had also signed
on behalf of four (4) companies (namely Weird Agro Products Private Limited, Weird
Infratech Private Limited, Weird Industries Limited and Weird Pharmaceuticals Limited were
also the original subscribers of the equity share capital of WICL). Sanjay Kumar Das, Gopal
Dalapati and Chand Mohan Ghoshhad ceased to be the directors of the Company since
August 27, 2010. I note that as per the Form 20B (Form for filing annual return) filed for the
period ending March 31, 2012, the list of the shareholders was as follows:
Name
Sanjay Kumar Das
Gopal Dalapati
Weird Agro Products Pvt. Limited
Chand Mohan Ghosh
Weird Infratech Pvt. Limited
Weird Industries Limited
Weird Pharmaceuticals Limited

No. of shares held

3,500
2,500
13,000
2,500
13,000
2,500
13,000

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From the same, it can be seen that Sanjay Kumar Das, Gopal Dalapati and Chand Mohan
Ghosh had held the shares of the Company even after their resignation. I also note from the
copy of 'debenture certificates' forwarded by few investors that the same bears the signature of
Mr. Chand Mohan Gosh as authorised signatory. These details suggest that even after ceasing
to be a director of the Company, these three had played an important role in the Company
and are responsible for the affairs of the Company.
Mr. Jadunath Jena, Mr. Avijit Chatterjeeand Mr. Bajrang Lal Boharahad become directors of
the Company on August 27, 2010.Mr. Jadunath Jena and Mr. Avijit Chatterjee had ceased to
be the directors of the Company since May 26, 2015 and January 13, 2015 respectively.I also
refer to the copies of 13 sale deeds owned by WICL (submitted to show the assets of the
Company), submitted by Mr. B.N. Muni who appeared as authorised representative of the
Company during the course of personal hearing on February 10, 2015. On perusal of the
copies of sale deeds, it is observed that such properties were acquired during the period of
2010-2012 and Mr. Avijit Chatterjee had signed on behalf of WICL.Further the explanatory
statement to the notice of Extra-ordinary General Meeting on November 26, 2010, finds
mention that 'Mr. Avijit Chaterjee has been associated with the Company since inception and looking after
its day to day activities and has acquired adequate knowledge and exposure.' The same leaves no doubt
that Mr. Avijit Chatterjee had also played an important role in the Company.I also note that
Mr. Bhabagrahi Behera had ceased to be the director of the Company sinceMay 26, 2014.
Considering the above, I note that Mr. Jadunath Jena, Mr. Avijit Chatterjee, Mr. Bajrang Lal
Bohara and Mr. Bhabagrahi Behera were the directors of the Company when the impugned
offer and allotments of NPS were made to the public. It can therefore be concluded that Mr.
Jadunath Jena, Mr. Avijit Chatterjee, Mr. Bajrang Lal Bohara and Mr. Bhabagrahi Behera being
the persons in-charge of the affairs and policies of the Company, were responsible for the
contraventions committed by the Company as found above. For such violations, appropriate
directions need to be issued to the above directors.Further, the above directors are 'officers in
default' and were liable in terms of Section 73(2) of the Companies Act, 1956 to make the
repayments to investors. However, the above directors failed to do so. As the liability to make
the repayment under Section 73 is jointly and severally on the company and its directors who
are officers in default, the above directors should also be directed along with the Company to

Page 12 of 18

make the repayments along with interest at 15% from the date when the repayments became
due till the date of actual payment.
At this stage, I note that the wife of Mr. Bajrang Lal Boharahas submitted to SEBI that he had
expired on November 26, 2013. I have seen the copy of the 'death certificate' dated
November 27, 2013, in this regard.
18.

From the information available from the MCA website, the Company has following directors:
DIN
2803464
3346913
5309921
6432050
6560350
6630049
6685477

Name
Mr. Bimal Kumar Jha
Mr. Rakesh Kumar
Mr. Sekh Ranjan Ali
Mr. Amrendra Prasad Singh
Mr. Sachin Kumar Thakur
Mr. Somnath Santra
Mr. Sanatan Banerjee

Date of Appointment
21/02/2015
21/02/2015
12/05/2014
21/02/2015
12/05/2014
12/05/2014
12/05/2014

It is noted that Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr. Sekh Ranjan Ali, Mr. Amrendra
Prasad Singh, Mr. Sachin Kumar Thakur, Mr. Somnath Santra and Mr. Sanatan Banerjeeare
the current directorsin the Company. Being the present directors in the Company, they are
also under liability to make repayments to investors in terms of Section 73 of the Companies
Act, 1956. In view of the same, SEBI is advised to issue a show cause notice to these for any
further appropriate directions in case the Company and directors fail to refund the amounts
collected from investors against offer and/or allotment of NCDs.
19.

The interim order has observed that , WICL appointed Shri Harish Chandra as Debenture Trustee
for the Offer of NCDs by that company. It is also observed that the Board of Directors of WICL appeared to
have cancelled the appointment of the aforesaid Debenture Trustee through a resolution passed in the Board
Meeting held on April 3, 2013.The interim order alleged that Mr. Harish Chandra had
contravened the provisions of Section 12(1) of the SEBI Act, as he had acted as the
unregistered debenture trustees. In terms of the Section 12(1) of the SEBI Act "No... trustee of
trust deed ... shall buy, sell or deal in securities except under, and in accordance with, the conditions of a
certificate of registration obtained from the Board in accordance with the regulations made under this Act". It
is a fact that Harish Chandra is not registered with SEBI in the capacity as Debenture
Trustee. Accordingly, he is responsible for the contravention of Section 12(1) of the SEBI
Act read with SEBI (Debenture Trustees) Regulations, 1993.

Page 13 of 18

I have considered the 'Debenture Trust Deed' made on October 15, 2011, wherein Mr. Harish
Chandra had agreed to act as 'Trustee' for the debenture holders of the Company. The deed
statedthat the Company had proposed to issue 'series of debentures' totalling

40 crore and

created an equitable mortgage of four properties to secure the issue of debentures. The trust
deed has been signed by Mr. Avijit Chatterjee, on behalf of the Company in the presence of
Mr. Jadunath Jena. Mr. Harish Chandra has argued that the referred 'trust deed' was never
effectuated as the security creation in favour of him was never executed. He also said that the
title deeds of the properties of WICL were not made/ marked against the said NCDs and the
same were not handed over to him. It has also been said that he had submitted his resignation
to the Company vide letter dated April 11, 2012 and the Company had confirmed him about
the acceptance of his resignation and his discharge from the obligations. Along with his
submissions, he has also submitted acopy of another 'Trust Deed' dated June 15, 2012,
wherein it has been recorded that after acceptance of the resignation of Mr. Harish Chandra,
Mr. Masrur Ahmed Basheer has been appointed as 'Debenture Trustee'. This trust deed also
bears the signature of Mr. Avijit Chatterjee as director of the Company. Mr. Harish Chandra
has relied upon the letter dated April 03, 2013 issued by the Company (copy submitted along
with the submissions dated November 27, 2014),signed by Mr. Avijit Chatterjee,that no
secured debenture in terms of the debenture trust deed dated October 15, 2011, have been
issued by the Company. Vide this letter the Company requested Harish Chandra to release the
charge created on October 15, 2011, on the land and other assets of the Company, for
securing the debenture issue of

40 crores.

The submissions, if considered in the light of the discussions in earlier paragraphs reveals that
the Company in its balance sheet for the year ended March 31, 2012, had shown the 'long
term borrowing' as

16,27,94,215 (value of debentures) as on March 31, 2012. The same also

bears the signatures of Mr. Avijit Chatterjee and Mr. Bhabagrahi Behera in the capacity of the
directors of the Company. Considering the same, the submission of Harish Chandra that no
secured debentures have been issued by the Company cannot be accepted. Further, the list of
debenture holders also confirms that the Company had issued debentures.In view of the same,
I find no merits in the argument of Mr. Harish Chandra and I find that he has acted asan
unregistered 'debenture trustee'.

Page 14 of 18

Further, from the trust deed dated June 15, 2012 (submitted by Mr. Harish Chandra), it is
noted Mr. Masrur Ahmed Basheer became the 'debenture trustee' for the issue of NCDs of
the Company from this date. SEBI needs to inquire into the status of Mr. Masrur Ahmed
Basher as a debenture trustee and initiate action if such appointment was in violation of any
law/ rule/ regulations.
20.

In view of the discussion above, appropriate action in accordance with law needs to be
initiated against the Company and the directors/ promoters in charge of the affairs of the
Company during the relevant period.

21.

In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of
the Securities and Exchange Board of India Act, 1992 read withSections 11 and 11B thereof
hereby issue the following directions:
a. The Company,Weird Infrastructure Corporation Limited, Mr. Sanjay Kumar Das [PAN:
AGUPD3964E], Mr. Gopal Dalapati [PAN: AEFPD9926H], Mr. Chand Mohan Ghosh
[PAN: AJFPG5051P], Mr. Avijit Chatterjee[DIN: 03170582], Mr. Jadunath Jena
[PAN:ANUPJ8465D], Mr. Bhabagrahi Behera [PAN: ASWPB3847N],Mr. Sekh Ranjan Ali
[DIN: 5309921], Mr. Sachin Kumar Thakur [DIN: 6560350], Mr. Somnath Santra [DIN:
6630049], Mr. Sanatan Banerjee[DIN: 6685477], Mr. Bimal Kumar Jha [DIN: 2803464], Mr.
Rakesh Kumar [DIN: 3346913] and Mr. Amrendra Prasad Singh[DIN: 6432050]jointly and
severally, shall forthwith refund the money collected by the Company through the issuance of
Secured Non-convertible Debentures (which have been found to be issued in contravention of the
public issue norms stipulated under the Companies Act, 1956), to the investors including the money
collected from investors, till date, pending allotment of NCD, if any, with an interest of 15%
per annum compounded at half yearly intervals, from the date when the repayments became
due (in terms of Section 73(2) of the Companies Act, 1956) to the investors till the date of actual
payment.
b. The repayments and interest payments to investors shall be effected only in cash through
Bank Demand Draft or Pay Order.
c. The Company/its present management is 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.

Page 15 of 18

d. The Company shall issue public notice, in all editions of two National Dailies (one English
and one Hindi) 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.
e. After completing the aforesaid repayments,Weird Infrastructure Corporation Limited and its
promoters and directors includingMr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand
Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh
Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal
Kumar Jha, Mr. Rakesh Kumar and Mr. Amrendra Prasad Singh,shall file a report of such
completion of repayment with SEBI, within a period of three months from the date of this
order,certified by 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').
f. In case of failure of Weird Infrastructure Corporation Limited and its promoters and directors
includingMr. Sanjay Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit
Chatterjee, Mr. Bajrang Lal Bohara, Mr. Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh
Ranjan Ali, Mr. Sachin Kumar Thakur, Mr. Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal
Kumar Jha, Mr. Rakesh Kumar, Mr. Amrendra Prasad Singh, to comply with the aforesaid
directions SEBI, on the expiry of the three months period from the date of this order,i.

shall recover such amounts in accordance with Section 28A of the SEBI Act including
such other provisions contained in securities laws.

ii.

may initiate appropriate action against the Company, its promoters/directors and the
persons/officers who are in default, including adjudication proceedings against them, in
accordance with law.

iii.

would make a reference to the State Government/ Local Police to register a civil/
criminal case against the Company, 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

iv.

would also make a reference to the Ministry of Corporate Affairs, to initiate the process
of winding up of the Company.

g. 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
Page 16 of 18

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
four (4) years from the date of completion of refunds to investors, made to the
satisfaction of SEBI, as directed above. The Company is restrained from accessing the
securities market for the purposes of raising funds with immediate effect.
h. Thepromoters and directors of the Company includingMr. Sanjay Kumar Das, Mr. Gopal
Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr. Jadunath Jena and Mr.
Bhabagrahi Beheraarerestrained 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, with
immediate effect. This restraint shall continue to be in force for a further period of four (4)
years on completion of the repayments to the investors, as directed above.
i. Weird Infrastructure Corporation Limited and its promoters and directors includingMr. Sanjay
Kumar Das, Mr. Gopal Dalapati, Mr. Chand Mohan Ghosh, Mr. Avijit Chatterjee, Mr.
Jadunath Jena, Mr. Bhabagrahi Behera,Mr. Sekh Ranjan Ali, Mr. Sachin Kumar Thakur, Mr.
Somnath Santra, Mr. Sanatan Banerjee, Mr. Bimal Kumar Jha, Mr. Rakesh Kumar, Mr.
Amrendra Prasad Singhare 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.
j. Mr. Harish Chandra shall not offer himself to be engaged as debenture trustees 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, he is restrained from
accessing the securities market and are further restrained from buying, selling or dealing in
securities, in any manner whatsoever, for a period of four (4)years.
k. The proceedings as against Mr. Bajran Lal Bohara stands abated.
22.

The above directions shall come into force with immediate effect.

23.

This

Order

is

without

prejudice

to

any

action,

including

adjudication

and

prosecutionproceedings that might be taken by SEBI in respect of the above violations

committed by the Company, its promoters, directors and other key persons.

Page 17 of 18

24.

As mentioned above, SEBI may inquire into and initiate separate proceedings against Mr.
Masrur Ahmed Basheerfor the contravention of SEBI (Debenture Trustees) Regulations, 1993
and Section 117B and 117C of the Companies Act, 1956. SEBI may also examine the role of
the Companies namely G.R. Agro Project Limited and Prasar Kisan Credit Producer
Company Limited, in the light of the investor complaints.

25.

Copy of this Order shall be forwarded to the recognised stock exchanges and depositories for
information and necessary action.

26.

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.

DATE : July24th, 2015

PLACE : Mumbai

PRASHANT SARAN
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

Page 18 of 18