sebi:QJA/GR/ERO/ERO/30050/2023-24
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Facts / Headnote
Found Sandhya Projects Limited and its directors Rajib Kumar Saha, Subindu Pramanik and Dilip Saha jointly and severally liable to refund amounts collected from investors with interest at 15% per annum for non-compliance with Companies Act, 1956 provisions relating to deemed public issue of RPS.
Provisions invoked
- s. 19
- s. 55A
- s. 22
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 58
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 27(2)
- s. 56(1)
- s. 56(3)
- s. 56(4)
Regulations
- Reg. 107
Parties
- Sandhya Projects Limited
- Rajib Kumar Saha
- Subindu Pramanik
- Dilip Saha
Holding
SPL's offer of Redeemable Preference Shares to more than 49 persons constituted a deemed public issue under Section 67(3) of the Companies Act, 1956, and the company and its directors who were in office during the issuance are jointly and severally liable to refund all amounts collected from investors with interest at 15% per annum under Section 73(2) of the Companies Act, 1956.
Full text
Order in the matter of Sandhya Projects Limited Page 2 of 29 3. Accordingly, SEBI conducted an examination into the issuance of Redeemable Preference Shares (RPS) by Sandhya Projects Ltd and observed that SPL had launched R.P.S (fixed return) and M.R.S. (monthly return) schemes. Details of the scheme are as under:
Order in the matter of Sandhya Projects Limited Page 3 of 29 4. Nabin Das 3137432 Wholetime Director 19.03.2013 - 5. Bhairu Ratan Ojha 6536310 Wholetime Director 19.03.2013 21.12.2016
Order in the matter of Sandhya Projects Limited Page 4 of 29 6. Finally, the filings made by the company on the MCA website were accessed and perused. The following points were observed from the filings:
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Source: SecMarx — sebi:QJA/GR/ERO/ERO/30050/2023-24. 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.