sebi:WTM/GM/EFD/48/2017-18
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Facts / Headnote
Offer and allotment of equity shares to 196 persons held to be a deemed public issue in violation of law; CIL and 11 directors directed to jointly and severally refund money collected with 15% per annum interest within 90 days and restrained from securities market and associating with listed/public companies raising money till refund complete and for four years thereafter.
Provisions invoked
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
Regulations
- Reg. 4(2)
Parties
- Chakra Infrastructure Limited
- Partha Chakraborti
- Soma Chakraborti
- Swapan Kumar Sen
- Prithwis Kumar Das
- Litan Chandra Sen
- Biplab Halder
- Santosh Kumar
- Bijoy Das
- Swapan Majumdar
- Pranab Kumar Roy
- Subhas Bose
Holding
The offer and allotment of equity shares by Chakra Infrastructure Limited to 196 persons during FY 2012-13 qualifies as an offer to the public under section 67(3) of the Companies Act, 1956 made without compliance with sections 56, 60, 73 and ICDR Regulations. The company and its directors are jointly and severally liable to refund the amount with 15% interest and are subject to market access and association restrictions.
Full text
Page 2 of 12 2. Prior to the interim order, SEBI received a reference from the Registrar of Companies (hereinafter referred to as ‘RoC’), Kolkata and Reserve Bank of India, Guwahati against Chakra Infrastructure Limited (hereinafter referred to as ‘CIL’ or ‘the Company’) regarding its fund raising activities. During the examination, while scrutinizing the balance sheet of the Company for the year ended March 31, 2013, it was revealed that CIL had issued equity shares amounting to ₹ 30,00,000 during the financial year 2012-13. Further, from the annexure to the Auditor’s Report dated August 28, 2013, at point no. ‘xviii’, the following was observed: “The Company has made preferential allotment of 3,00,000 Equity shares during the year to 196 equity share holders. We are unable to express our opinion whether these allotments were in violation of provision of 67(3) of the Company Act, 1956”. Thereafter, the list of equity shareholders as on March 31, 2013, as enclosed with the Annual Return of the Company was scrutinized. The said list contained a total of 201 equity shareholders. A comparison of the same with the details of shareholders as on March 31, 2012 revealed that the Company had made fresh allotment of equity shares to 196 persons during the financial year 2012- 13.
Page 3 of 12 properties and details of all their bank accounts, demat accounts and holdings of shares/securities, if held in physical form.
Page 4 of 12 During his short tenure of employment with the company, the promoter of the Group, Mr. Partha Chakraborti forcibly compelled him to affix his signature on some papers which he could not understand due to lack of knowledge and ignorance. He was not given copies of such documents. The noticee had lodged a complaint during November 2012 with the Ministry of Corporate Affairs against the reluctance in accepting his resignation. The noticee submitted that he does not have any knowledge about any decision taken by the board of directors of the company during his short tenure. He further stated that he did not receive any agenda for board meeting and did not sign any resolution of the company. The noticee submitted that he is no more associated with the Chakra group.
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Source: SecMarx — sebi:WTM/GM/EFD/48/2017-18. 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.