Description

SEBI issues order against Weird Infrastructure Corporation Limited and its directors for appointing unregistered debenture trustee for public NCDs issue worth ₹16.28 crore.

Summary

SEBI has issued an order under Sections 11(1), 11(4) and 11B(1) of the SEBI Act against Weird Infrastructure Corporation Limited (WICL) and its directors for appointing an unregistered debenture trustee for a public issue of Non-Convertible Debentures (NCDs) worth ₹16.28 crore. This follows a previous SEBI order from July 24, 2015 regarding the company’s fund mobilization activities.

Key Points

  • WICL issued 1,62,794 Secured Non-Convertible Redeemable Debentures aggregating to ₹16.28 crore as of March 31, 2012
  • Company appointed Shri Masrur Ahmed Basheer as debenture trustee without required SEBI registration
  • Directors Shri Avijit Chatterjee and Shri Jadunath Jena were involved in the appointment decision
  • Show Cause Notice issued on August 22, 2024 to all involved parties
  • Previous violations included issuance without ROC filings and non-compliance with Companies Act provisions

Regulatory Changes

No new regulatory changes introduced. This order enforces existing requirements under SEBI (Debenture Trustees) Regulations, 1993 and SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

Compliance Requirements

  • Debenture trustees must hold valid SEBI registration before appointment
  • Companies issuing public NCDs must comply with SEBI ILDS Regulations
  • Proper filings with Registrar of Companies required for debenture issuances
  • Directors must ensure appointment of only registered debenture trustees

Important Dates

  • July 24, 2015: Original SEBI Final Order issued
  • March 31, 2012: Date as of which NCDs aggregated to ₹16.28 crore
  • August 22, 2024: Show Cause Notice issued to all noticees
  • August 27, 2010: Shri Avijit Chatterjee became director
  • January 13, 2015: Shri Avijit Chatterjee ceased to be director
  • May 26, 2015: Shri Jadunath Jena ceased to be director

Impact Assessment

High impact enforcement action involving potential restrictions on securities market access for the company and its directors. The order may result in prohibitory directions affecting the company’s ability to raise funds from capital markets and could serve as a precedent for similar violations involving unregistered debenture trustees.

Impact Justification

SEBI enforcement action involving ₹16.28 crore public issue with multiple regulatory violations and potential market access restrictions