sebi:WTM/MPB/EFD-1-DRA-IV/145/2018
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Facts / Headnote
Directions issued: refund of Rs. 59.70 lakhs with 15% interest, market access restrictions, asset inventory, and public notice requirements
Provisions invoked
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 27(2)
- s. 56(1)
- s. 56(3)
- s. 56(4)
- s. 73(3)
Regulations
- Reg. 107
Parties
- SunTechno International Limited
- Shri Dulal Chatterjee
- Shri Biswanath Dutta
- Shri Anirban Mukherjee
- Smt Keya Chatterjee
- Shri Pradip Kumar Roy Ghatak
- Shri Ava Mukherjee
- Shri Dipankar Dhar
- Smt Rita Paul
Holding
STIL's offer of Redeemable Preference Shares to 322 investors raising Rs. 59.70 lakhs was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and STIL violated Sections 56, 60, and 73 of that Act. STIL and its directors Smt Keya Chatterjee, Shri Dulal Chatterjee and Shri Biswanath Dutta are jointly and severally liable to refund the amounts with 15% interest, and all promoters are debarred from the securities market.
Full text
Order in the matter of SunTechno International Limited Page 2 of 21 2. Securities and Exchange Board of India (hereinafter referred to as “SEBI”) conducted an examination into the fund–raising activity of STIL in respect of issue of Redeemable Preference Shares (“RPS”) to ascertain whether STIL 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
Order in the matter of SunTechno International Limited Page 3 of 21 6. The above Offer of RPS and pursuant allotment were deemed public issue of securities under the first proviso to section 67(3) of the Companies Act, 1956. Accordingly, the resultant requirement under section 60 read with section 2(36), section 56, sections 73(1), 73(2) and 73(3) read with section 27(2) of the SEBI Act were not complied with by STIL in respect of the Offer of RPS.
Order in the matter of SunTechno International Limited Page 4 of 21 assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; vii. STIL and its abovementioned present Directors and Promoters, shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of STIL; viii. STIL and its abovementioned past and present Directors and Promoters, shall furnish complete and relevant information (as sought by SEBI letter dated November 3, 2015), within 14 days from the date of receipt of this
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Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/145/2018. 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.