sebi:WTM/MPB/EFD-1-DRA-IV/52/2019

SEBI · SEBI · 2017-01-10 · Madhabi Puri Buch, Whole Time Member

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Objections to Order dated July 27, 2018 rejected in part; directions at paragraphs 50(g), (h), (k) made applicable to Mr. Narayan Chandra Das in capacity as present director and on behalf of Zenith Highrise Infracon Limited - to provide inventory, permit sale of company assets into escrow for refunds, issue public notice within 15 days, file completion report within 3 months certified by two peer-reviewed Chartered Accountants, and restrained from securities market and from associating with listed/public fundraising companies or SEBI-registered intermediaries for 4 years with immediate effect, subject to outcome of SAT Appeals No. 459/2018 and 460/2018.

Provisions invoked

• s. 11(4)
• s. 19
• s. 28A
• s. 4A
• s. 67(3)
• s. 67
• s. 73(2)
• s. 67(1)

Parties

• Mr. Narayan Chandra Das

Holding

Mr. Narayan Chandra Das, appointed March 20, 2018 after the 2012-2013 RPS issuance, is not personally liable to refund the RPS proceeds but as continuing director is liable to ensure refund by Zenith; paragraphs 50(g), (h), (k) of the July 27, 2018 Order are made applicable to him with a 4-year market and association restraint.

Full text

Order in respect of Mr. Narayan Chandra Das in the matter of Zenith Highrise Infracon Limited Page 2 of 16 “……… 49. I note that Mr. Narayan Chandra Das (DIN: 08000661) was appointed as a director of Zenith on March 20, 2018, i.e. after the passing of the interim order dated January 10, 2017 with respect to Zenith and its present directors extant as on said date. Since, the issuance of RPS occurred before the appointment of Mr. Narayan Chandra Das as a director, he is not liable for the refund of the proceeds of the RPS. However, as a director of the Company, I find that Mr. Narayan Chandra Das is liable to ensure refund to the investors. In view of this appropriate direction in accordance with law needs to be passed against Mr. Narayan Chandra Das. …….”

Order in respect of Mr. Narayan Chandra Das in the matter of Zenith Highrise Infracon Limited Page 3 of 16 d) Mr. Kuntal Banerjee, in his personal capacity, is directed to provide a full inventory of all his assets and properties and details of all the bank accounts, demat accounts and holdings of mutual funds/shares/securities, if held in physical form and demat form. e) Zenith, Mr. Kalyan Banerjee and Ms. Shipra Banerjee are permitted to sell the assets of the Company for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. Such proceeds shall be utilized for the sole purpose of making refund/repayment to the investors till the full refund/repayment as directed above is made. f) Mr. Kalyan Banerjee, Ms. Shipra Banerjee and Mr. Kuntal Banerjee are prevented from selling their assets, properties and holding of mutual funds/shares/securities held by them in demat and physical form except for the sole purpose of making the refunds as directed above and deposit the proceeds in an Escrow Account opened with a nationalized Bank. Such proceeds shall be utilized for the sole purpose of making refund/repayment to the investors till the full refund/repayment as directed above is made. g) Zenith and Mr. Kalyan Banerjee (on behalf of the Company as well as in personal capacity to make refund), Ms. Shipra Banerjee (on behalf of the Company as well as in personal capacity to make refund) and Mr. Kuntal Bane

Order in respect of Mr. Narayan Chandra Das in the matter of Zenith Highrise Infracon Limited Page 4 of 16 Chartered Accountant shall mean a Chartered Accountant, who has been categorized so by the Institute of Chartered Accountants of India ("ICAI") holding such certificate. i) In case of failure of Zenith, Mr. Kalyan Banerjee, Ms. Shipra Banerjee and Mr. Kuntal Banerjee, to comply with the aforesaid applicable directions, SEBI, on the expiry of three months period from the date of this Order may recover such amounts, from the company and the directors liable to refund as specified in paragraph 50(a) of this Order, in accordance with section 28A of the SEBI Act including such other provisions contained in securities laws. j) Zenith, Mr. Kalyan Banerjee, Ms. Shipra Banerjee, and Mr. Kuntal Banerjee are directed not to, directly or indirectly, access the securities market, by issuing prospectus, offer document or advertisement soliciting money from the public and are further restrained and prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in whatsoever manner, from the date of this Order, till the expiry of 4 (four) years from the date of completion of refunds to investors as directed above. The above said directors are also restrained from associating themselves with any listed public company and any public company which intends to raise money from the public, or any intermediary registered with SEBI from the date of this Or

Source: SecMarx — sebi:WTM/MPB/EFD-1-DRA-IV/52/2019. 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.