sebi:WTM/MPB/EFD-1-DRA-IV/44/2017
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Facts / Headnote
Directions issued requiring refund of money collected through Offer of Redeemable Preference Shares with 15% interest, inventory of assets, market access ban for 4 years from completion of refunds, and other remedial directions against SMAIIL and its directors.
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
- Reg. 107
Parties
- M/s. Skymarg Agro Industries India Limited
- Shri Pradip Kumar Das
- Shri Dharmnath Rai
- Shri Jai Singh
- Shri Subhasis Mahato
- Shri Sumit Kumar Das
Holding
SMAIIL's Offer of Redeemable Preference Shares to at least 65 investors was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and SMAIIL and its directors violated Sections 56(1), 56(3), 60, 73(1), 73(2) and 73(3) of that Act, making them jointly and severally liable to refund the amounts collected with 15% interest per annum.
Full text
Order in the matter of M/s. Skymarg Agro Industries India Limited Page 2 of 21 4. As the above said Offer of RPS was found prima facie in violation of respective provisions of the SEBI Act, 1992 (hereinafter referred to as “SEBI Act”) and the Companies Act, 1956, SEBI passed an interim order dated August 7, 2015 (hereinafter referred to as “Interim Order”) and issued directions mentioned therein against SMAIIL and its Directors, viz. Shri Pradip Kumar Das, Shri Dharmnath Rai, Shri Jai Singh, Shri Subhasis Mahato and Shri Sumit Kumar Das (hereinafter collectively referred to as “Noticees”).
Order in the matter of M/s. Skymarg Agro Industries India Limited Page 3 of 21 Kumar Das (PAN: AQIPD2277J; DIN: 06490177) 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; iii. SMAIIL and its abovementioned 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; iv. SMAIIL shall provide a full inventory of all its assets and properties; v. SMAIIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. SMAIIL and its abovementioned 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 Shares, without prior permission from SEBI; vii. SMAIIL and its abovementioned Directors 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 SMAIIL; viii. SMAIIL and its abovementioned Directors shall co-operate with SEBI and shall furnish all information/documents sought vide letter dated October 29, 2014.
Order in the matter of M/s. Skymarg Agro Industries India Limited Page 4 of 21 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/44/2017. 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.