sebi:SEBI/WTM/SR/ERO/31/05/2017
This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.
Facts / Headnote
Interim directions restraining fund mobilization and securities market access and show-cause notice proposing joint and several refund with 15% interest; prima facie findings to become final if no reply/hearing sought within 60 days.
Provisions invoked
- s. 11
- s. 24
- s. 19
- s. 55A
- s. 22
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 621
Regulations
- Reg. 57
- Reg. 4(2)
- Reg. 107
- Reg. 58(1)
- Reg. 47
- Reg. 7
- Reg. 46
- Reg. 115
- Reg. 5(1)
- Reg. 6(1)
- Reg. 26(1)
- Reg. 32
- Reg. 36
- Reg. 37
- Reg. 49
- Reg. 63
Parties
- ESBI Infrastructure Company Ltd.
- Mr. Biswajit Paul
- Mr. Subrata Kumar Paul
- Mr. Sarbaniprasad Bishwas
- Mr. Amitava Basu
- Mr. Biswanath Roy
- Mr. Jayanta Basu
- Mr. Tapas Basu
- Mr. Jeniya Basu
- Mr. Saikat Sen
Holding
SEBI prima facie held ESBI Infrastructure's issue of equity shares to 70 investors in 2011-2012 was a deemed public issue in violation of Sections 56, 60, 67 and 73 of the Companies Act, 1956 and SEBI ICDR Regulations, and restrained the company, its directors and promoters from mobilizing funds and accessing the securities market while issuing show-cause for refund with interest.
Full text
Page 2 of 18 v. Copies of the minutes of Board/committee meeting in which the resolution has been passed for raising such additional capital and also for allotment of shares /debentures. vi. Copies of application forms, pamphlets, advertisements and other promotional material circulated for assurance of shares /debentures. vii. Terms and conditions of the shares /debentures. viii. Whether the company has applied for listing of its securities with any of the stock exchanges. ix. Copies of Form 2 and Form 10 filed with the RoC. x. Details of debenture trustee viz., name, address, board resolution authorizing their appointment etc. xi. Copy of Audited Annual Accounts and Annual Returns of the company for last three years xii. Name, addresses, PAN and occupation of all the promoters /directors and Key managerial Personnel of the company. xiii. Nature of Business and PAN of the company. xiv. Information in respect of issue of shares /debentures”
Page 3 of 18 ii. Mr. Biswanath Roy submitted as under: a. “Mr. Biswajit Paul and Mr. Subrata Kumar Paul were principal proprietor and ex-director of ESBI Infrastructure Company Limited from commencement and holding major share of it. b. I worked as a mere employee of the company and resigned from the company on December 18, 2014(Xerox copy of the said resignation letter duly received by the company and mail sent are enclosed) c. Since then I am not at all attached and connected with ESBI Infratructure and I have no information about their present activities, d. On receipt of your letter, I tried to contact Mr. Biswajit Paul and Subrata Kumar Paul, Original Director as well as proprietor of the said company but could not trace them and also contact their office at Shyambazar but it was locked”
Page 4 of 18 i. ESBI Infrastructure (ESBI Infrastructure Company Ltd.) was incorporated on December 14, 2009 (CIN: U45400WB2009PLC140162). Its Registered Office is at Ground Floor Premises No. 4/4B, Jadu Mitra Lane, Kolkata – 700004.
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Source: SecMarx — sebi:SEBI/WTM/SR/ERO/31/05/2017. 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.