sebi:QJA/AA/ERO/ERO/30603/2024-25
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Facts / Headnote
Directions issued against the Noticees for refund of monies collected through the offer of Rights Privileged Shares (RPS) with interest, public notice, restraint from accessing the securities market for two years, and other remedial directions under Sections 11(1), 11(4), 11A and 11B(1) of the SEBI Act, 1992.
Provisions invoked
- s. 19
- s. 55A
- s. 22
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 248
- s. 250
- s. 58
- s. 56
- s. 73(2)
- s. 465
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
Regulations
- Reg. 107
Parties
- M/s. Diamondray Industries Ltd.
- Taiebul Haque Sahaji
- Subrata Bandyopadhyay
- Mohammed Abdur Razzak Mondal
Holding
DIL's offer of Rights Privileged Shares (RPS) to 208 persons was deemed a public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and DIL and its directors were held liable for violations of Sections 56(1), 56(3), 60 and 73 of the Companies Act, 1956, with directions for refund of monies with interest and market restraint.
Full text
Order in respect of Diamondray Industries Limited Page 2 of 25 3. Thereafter, SEBI undertook an examination to ascertain whether DIL had made any public issue of securities without complying with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as SEBI Act) and the Rules and Regulations framed thereunder.
Order in respect of Diamondray Industries Limited Page 3 of 25 2. Subrata Bandyopadhyay 20.03.2022 Returned with remarks – Addressee cannot be located No
Order in respect of Diamondray Industries Limited Page 4 of 25 and (3) read with Section 5 of the Companies Act, 1956 and 465(2) of the Companies Act, 2013. 5.7 Although the Companies Act, 1956 has been repealed by the Companies Act, 2013, anything done or any action taken or purported to have been done or taken under the Companies Act, 1956 is deemed to have been done or taken under the corresponding provisions of the Companies Act, 2013 by virtue of Section 465(2) of the Companies Act, 2013 and is therefore saved regardless of the repeal of Companies Act, 1956. 5.8 The company has been shown as struck off as per the details available on MCA website. However, in terms of proviso to Section 560(5) of the Companies Act, 1956 which deals with the Power of Registrar to strike defunct company off the Register and Section 248(7) and Section 250 of the Companies Act, 2013, the liability of the directors shall continue and is still enforceable.
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Source: SecMarx — sebi:QJA/AA/ERO/ERO/30603/2024-25. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.