sebi:Order/AS/VC/2024-25/31280-31281

SEBI · SEBI · 2024-08-14 · Asha Shetty, Adjudicating Officer

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Facts / Headnote

Adjudication proceedings disposed of without imposing any penalty

Provisions invoked

• s. 15
• s. 19
• s. 15H
• s. 27(1)
• s. 152

Regulations

• Reg. 3(a)

Parties

• Soumen Mitra
• Sanjoy Kumar Dey

Holding

The Adjudicating Officer held that the allegations against Soumen Mitra and Sanjoy Kumar Dey as Directors of Onceover Dealtrade Pvt. Ltd. and Goldensight Vinimay Pvt. Ltd. for violation of Sections 12A(a), (b), (c) of the SEBI Act and Regulations 3(a), (b), (c), (d), 4(1) and 4(2)(a) of the PFUTP Regulations do not stand established, and disposed of the adjudication proceedings without imposing any penalty.

Full text

Adjudication Order in respect of Soumen Mitra and Sanjoy Kumar Dey in the matter of V B Industries Limited Page 2 of 13 Appointment of Adjudicating Officer

Adjudication Order in respect of Soumen Mitra and Sanjoy Kumar Dey in the matter of V B Industries Limited Page 3 of 13 it does not have these attachments on record. It is crucial to emphasize that the attachments are an integral part of the DIR-12 form, and their absence raises significant concerns about the thoroughness of the investigation, especially considering that SEBI has made the directors of these 2 strike-off Companies parties to the Show Cause Notice. ………….. (b) It is strongly refuted and denied that the Noticees have ever given their consent and approval to become the directors of any company including the 2 Companies. The Noticees after receipt of the SCNs in the captioned scrip as well as in the scrip of Edynamics Solutions Limited (the Noticees are also parties to said matter, matter remanded back to SEBI by the Hon’ble SAT) came to know about misuse of their names, details and documents. (c) On perusal of the Investigation Report and annexures thereto and surfing of MCA website, it become abundant clear that these 2 Companies since their incorporation have not filed statutory returns and therefore the names of these 2 Companies have been struck off by the Registrar of Companies, West Bengal. (d) On further perusal of the Annexure 15 in the matter of Edynamics Solutions Limited (the Noticees are also parties to the SCN thereto) and documents provided during the inspection held on 24-09-2024, it is revealed that the subscribers of the Memorandum and Articles of

Adjudication Order in respect of Soumen Mitra and Sanjoy Kumar Dey in the matter of V B Industries Limited Page 4 of 13 Authorities. The Income Tax Authorities have recorded the statement of Mr. Devesh Upadhyaya on oath on 22-09-2017. (f) It is further submitted that as per sub-Section 5 of Section 152 of Companies Act, 2013, a person appointed as a Director shall not act as a Director unless he gives his consent to hold office as Director and such consent has to be filed with the Registrar of Companies within 30 days of his appointment in such manner as may be prescribed. The Sub-Section 5 of Section 152 of Companies Act, 2013 is reproduced as under: “A person appointed as a director shall not act as a director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed.” The prescribed manner is specified in Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014 which states as under: “Every person who has been appointed to hold the Office of a Director shall on or before the appointment furnish to the Company a consent in writing to act as such in Form DIR-2. Provided that the Company shall, within thirty days of the appointment of a Director, file such consent with the Registrar in Form DIR-12 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.” On taking Public Search of the abovemen

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