sebi:WTM/MPB/EFD-1-DRA-IV/127/2018
Facts / Headnote
Held Offer of RPS to 25,231 allottees raising Rs.23.18 Crores was deemed public issue in violation of Companies Act and DIP/ICDR norms; directed HHL, Shri Pijush Gupta, Shri Nihar Ranjan Khuntia, Shri Asit Roy, Shri Raja Banerjee, Dr. Goutam Banerjee and Shri Santi Rajan Banerjee to jointly and severally refund with 15% p.a. interest and barred them from securities market for 4 years from completion of refund; barred Shri Subodh Kumar Dutta, Shri Pradip Sarkar, Shri Bidhan Chandra Ray, Shri A K Goswami, Shri Ashok Chowdhury for 4 years; revoked/abated proceedings against Shri Balaram Chatterjee and Shri Pradip Bose.
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. 56(3)
- s. 67(2)
- s. 56(4)
- s. 73(3)
Regulations relied on
- SEBI (DIP) Guidelines, 2000
- SEBI (ICDR) Regulations, 2009
Parties
- M/s Hahnemann Herbal Limited
- Dr. Goutam Banerjee
- Shri Santi Rajan Banerjee
- Shri Bidhan Chandra Ray
- Shri Pijush Gupta
- Shri Nihar Ranjan Khuntia
- Shri Asit Roy
- Shri Subodh Kumar Dutta
- Shri Pradip Sarkar
- Shri Raja Banerjee
- Shri A K Goswami
- Shri Ashok Chowdhury
- Shri Balaram Chatterjee
- Shri Pradip Bose
Holding
HHL's Offer of Redeemable Preference Shares to 25,231 investors raising Rs.23.18 Crores in 2008-2013 was a deemed public issue violating sections 56, 60 and 73 of Companies Act, 1956 and DIP Guidelines/ICDR Regulations, requiring joint and several refund with 15% interest by HHL and tenure directors with 4-year market restraint.
Full text
Order in the matter of M/s Hahnemann Herbal Limited Page 2 of 29 756001, Odhisa, India. 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) received a letter/complaint from some persons against HHL in respect of issue of Redeemable Preference Shares (“RPS”) and undertook an enquiry to ascertain whether HHL had made any public issue of securities without complying with the provisions of the Companies Act, 1956; Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) and the Rules and Regulations framed thereunder including SEBI (Disclosure and Investor Protection) Guidelines, 2000 (hereinafter referred to as "DIP Guidelines") read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as "ICDR Regulations")
Order in the matter of M/s Hahnemann Herbal Limited Page 3 of 29 Year of Issue Security Issued Amount raised (Rs.) (in Cr.) Number of allottees 2008-2009 RPS 0.10
Order in the matter of M/s Hahnemann Herbal Limited Page 4 of 29 for soliciting money from the public for the issue of securities, in any manner whatsoever, either directly or indirectly, till further orders; iii. The past Directors of HHL, viz. Shri Pijush Gupta (DIN: 2575284), Shri Nihar Ranjan Khuntia (DIN: 2578512), Shri Balaram Chatterjee (DIN: 1544695), Shri Asit Roy (DIN: 3577815; PAN: AMAPR0018H), Shri Subodh Kumar Dutta (DIN: 6602943; PAN: AGWPD8963F), Shri Pradip Sarkar (DIN: 3601138; PAN: BXVPS6758Q), Shri Raja Banerjee (DIN: 447119), Shri Pradip Bose, Shri A K Goswami and Shri Ashok Chowdhury, are prohibited from issuing 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, till further orders; iv. HHL and its abovementioned past and present Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, either directly or indirectly, till further directions; v. HHL shall provide a full inventory of all its assets and properties; vi. HHL's abovementioned past and present Directors shall provide a full inventory of all their assets and properties; vii. HHL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference S
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/127/2018. 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.