sebi:QJA/AA/NRO/NRO-DIV-III/30919/2024-25

SEBI · SEBI · 2024-05-10 · Dr. Anitha Anoop, Chief General Manager

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Facts / Headnote

Held ex-parte against GM2ML (Noticee 1), Ramendra Prasad Sharma (Noticee 9) and Bharat Subhash Prasad Maurya (Noticee 12); found GM2ML violated Sections 56(1), 56(3), 60 and 73 of Companies Act, 1956 by deemed public issue of RCPS, with company and directors in office at time of issue (Noticees 2, 3, 4 and 17) as officers in default liable to refund to investors.

Provisions invoked

Regulations

Parties

Holding

GM2ML's issuance of 188 RCPS to 103 investors during 2012-13 raising at least Rs.71,55,500 was a deemed public issue that violated public-issue norms under Sections 56(1), 56(3), 60 and 73 of the Companies Act, 1956. The company with directors in office at issuance (Noticees 2, 3, 4 and 17) as officers in default are liable to refund investors.

Full text

Order in respect of Geoshine Mines 2 Metals Limited Page 2 of 38 Noticee No. Name of Noticee PAN CIN / DIN 17. Vishwa Bandhu Vashistha

Order in respect of Geoshine Mines 2 Metals Limited Page 3 of 38 securities market should not be issued against the Noticees for the alleged violations. The following documents were enclosed as annexures to the SCN:- Table A Annexures to SCN Annex. No. Particulars A The list of complaints received by SEBI alongwith the details of the certificate holders B ROC certificate w.r.t change of name of company C NCLT orders dated 24.08.2022 and 21.11.2023 D Form 20B and Form 23AC E Various SEBI letters issued to company and its directors F Replies received from noticees viz 2,3,4,11,13,14 and 15

Order in respect of Geoshine Mines 2 Metals Limited Page 4 of 38 16.06.2023 were sent to the directors from whom the earlier letter returned undelivered. Replies were received from some directors, however the relevant information w.r.t the issuance of RCPS by the company was not provided by any of them. 4.6. From the complaints received by SEBI, it was gathered that the company had issued RCPS to atleast 103 investors during 2012-13 and the company had raised atleast about Rs.71,55,500/- Thus it was alleged that the company was involved in mobilizing funds from the public through the issuance of RCPS to more than 49 investors during 2012-13 without following the norms for public issue of securities. Further, the company has not complied with the provisions of the SEBI circular dated 31.12.2015 and has failed to refund the money to the investors. 4.7. As the above said offer of RCPS was deemed to be public issue, it was alleged that the company and its directors by issuing RCPS to more than 49 persons each in F.Y. 2012-13, thereby violated the provisions of Section 56 (1), (3), Section 60 read with Section 2(36), Section 67(3), Section 73(1), (2) & (3) of the Companies Act, 1956 read with Section 5 of the Companies Act, 1956 read with Section 465(2) of the Companies Act, 2013.

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Source: SecMarx — sebi:QJA/AA/NRO/NRO-DIV-III/30919/2024-25. 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.