sebi:WTM/AB/NRO/NRO/10720/2020-21
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Facts / Headnote
Violations established against company and directors; joint and several refund with interest ordered along with debarment, asset freeze and ancillary directions.
Provisions invoked
- s. 11B
- s. 19
- s. 81
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 58
- s. 81A
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 55A
- s. 173(2)
- s. 60A
Regulations
- Reg. 47
- Reg. 7
- Reg. 46
- Reg. 57
- Reg. 23
- Reg. 25
- Reg. 6
- Reg. 5
- Reg. 59
- Reg. 4(2)(d)
- Reg. 36
- Reg. 37
- Reg. 106
- Reg. 4(2)(e)
Parties
- Channel Nine Entertainment Limited
- Gaj Raj Singh
- Kirti
- Neena Sood
- Dinesh Kumar Jindal
Holding
CNEL's allotment of equity shares to 100 persons in FY 2012-13 was a deemed public issue violating Sections 56, 60, 67 and 73 of the Companies Act, 1956 and ICDR Regulations. The company and its officer in default were directed to jointly and severally refund Rs. 1,91,00,000 with interest, with market-access bans and other consequential restraints.
Full text
Order in the matter of Channel Nine Entertainment Limited Page 1 of 40 WTM/AB/NRO/NRO/10720/2020-21 SECURITIES AND EXCHANGE BOARD OF INDIA FINAL ORDER UNDER SECTIONS 11(1), 11(4) AND SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992
Order in the matter of Channel Nine Entertainment Limited Page 2 of 40 (i) CNEL was incorporated on July 25, 2002. The Company is having its registered office at 3/12, Ground Floor, Asaf Ali Road, New Delhi – 110002. (ii) Details of the promoters/director of CNEL during the year 2012-13 (period of raising money), as gathered from the Annual Return filed by the Company on MCA21 portal, are as under: S. No. Director Name Address Designation PAN DIN 1 Gaj Raj Singh House no. 62, Dhakka Village, GTB Nagar, Delhi- 110009 Whole-Time Director BEKPS1235N 02925387 2 Neena Sood 329, Asola Fatherpur Beri, Mehrauli, Delhi- 110074 Director AUGPS4373N 06395848 3 Kirti 62, Dhakka Village, GTB Nagar, Delhi- 110009 Director BBAPK7304P 06403097 4 Dinesh Kumar Jindal 1/14, Shalimar Park, Shahdara, Delhi-110032 Director AAIPJ3373K 01249766
Order in the matter of Channel Nine Entertainment Limited Page 3 of 40 3. Since, it was observed that CNEL has issued equity shares to more than 49 persons but less than 200 persons, the option to CNEL to avoid penal action if they provide the investors with an option to surrender the securities and get the refund amount at a price not less than the amount of subscription money paid along with 15% interest p.a. thereon or such higher return as promised to investors, as stipulated in SEBI Circular dated December 31, 2015, was given to CNEL vide letter dated December 06, 2017. Thereafter, reminders were sent to CNEL and its directors advising them to complete the same and certify compliance with SEBI Circulars dated December 31, 2015 and May 03, 2016, within 3 months from the date of receipt of the letter dated December 06, 2017. Since no response was forthcoming from the Company or the directors for availing the option to refund the investors in terms of SEBI Circular dated December 31, 2015, SEBI initiated proceedings against CNEL and its directors for violation of the Companies Act, 1956 and ICDR Regulations.
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Source: SecMarx — sebi:WTM/AB/NRO/NRO/10720/2020-21. 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.