sebi:WTM/MPB/EFD-1-DRA-IV/124/2018
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Facts / Headnote
Held Offer of NCDs a deemed public issue in violation of law; directed Mr. Shib Narayan Das, Ms. Antara Mukherjee and Ms. Sayanti Sen to forthwith refund money collected during their respective period of Directorship with 15% p.a. interest from eighth day of collection, only by crossed Bank Demand Draft/Pay Order, provide full asset/bank/demat inventory, not sell assets except to fund refunds via escrow, and issue public notice of refund modalities within 15 days; directions effective immediately subject to Calcutta High Court Order dated August 04, 2016 in W.P. No. 11809(W) of 2015.
Provisions invoked
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 27(2)
- s. 56(1)
- s. 117C
- s. 56(3)
- s. 67(2)
- s. 56(4)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 9
- Reg. 17
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 4(4)
- Reg. 2(e)
- Reg. 4(2)(a)
- Reg. 19
- Reg. 26
- Reg. 107
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Mr. Shib Narayan Das
- Ms. Antara Mukherjee
- Ms. Sayanti Sen
Holding
SPIL's Offer of NCDs to 406 investors raising Rs.18.03 Crores during 2009-10 to 2011-12 was a deemed public issue that violated sections 56, 60 read with 2(36), 73 and 117C of the Companies Act, 1956 and the ILDS Regulations, and its past Directors Mr. Shib Narayan Das, Ms. Antara Mukherjee and Ms. Sayanti Sen are jointly and severally liable to refund the collections with 15% p.a. interest with ancillary restraint and disclosure directions.
Full text
Order in the matter of Silicon Projects India Limited Page 2 of 31 years 2009-2010, 2010-2011 and 2011-2012 (hereinafter referred to as “Offer of NCDs”) and raised an amount of Rs.18.03 Crores from 406 allottees. The number of allottees and funds mobilized has been collated on the basis of Balance Sheet of the Company as on March 31, 2010 and also from the documents submitted by the Company.
Order in the matter of Silicon Projects India Limited Page 3 of 31 Year No. of Debentures Face Value (In Rs.) Amount raised (in Rs.) No. of Allottees 2009-10 NA 100 2,10,74,802 NA 2010-11 2,32,160 100 2,32,16,000 368 2011-12 13,60,259 100 13,60,25,900 38
Order in the matter of Silicon Projects India Limited Page 4 of 31 9. The interim order also directed the abovementioned past Directors of SPIL to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act, and section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act should not be taken against them: i. “Directing them jointly and severally to refund money collected through the Offer of NCDs along with interest, if any, promised to investors therein; ii. Directing them not to issue prospectus or any offer document or issue advertisement for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, for an appropriate period; iii. Directing them to refrain from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period”.
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/124/2018. 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.