sebi:WTM/MPB/EFD-1-DRA-IV/73/2017
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Facts / Headnote
Directions issued: refund of money with 15% interest, asset inventory, escrow account, public notice, market access ban for 4 years from completion of refunds, and referral to MCA/RoC
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
- Eminence Infraprojects Limited
- Shri Somenath Banerjee
- Shri Apu Halder
- Supriya Singha Roy
- Shri Tarun Kumar Das
- Shri Koushik Mukherjee
Holding
EIL's Offer of Redeemable Preference Shares to at least 331 investors was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and EIL and its five directors violated Sections 56(1), 56(3), 60, 73(1), 73(2) and 73(3) of the Companies Act, 1956, making them jointly and severally liable to refund at least Rs.39,33,000 with 15% interest per annum.
Full text
Order in the matter of Eminence Infraprojects Limited Page 2 of 19 allottees and funds mobilized has been collated from the documents submitted with the complaints received by SEBI. Therefore, it was concluded that the actual number of allottees and amount mobilized could be more than the above indicated figures.
Order in the matter of Eminence Infraprojects Limited Page 3 of 19 7. In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated August 06, 2015 with immediate effect. i. “EIL shall forthwith cease to mobilize funds from investors through the Offer of Redeemable Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. EIL and its present Directors, viz. Shri Somenath Banerjee (PAN: AMTPB8538R; DIN: 01752940), Shri Apu Halder (PAN: ABHPH0535M; DIN: 02906008), Supriya Singha Roy (PAN: AKFPR8752F; DIN: 02906037), Shri Tarun Kumar Das (PAN: ANIPD2315E; DIN: 02906051) and Shri Koushik Mukherjee (DIN: 05224110), 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. EIL 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
Order in the matter of Eminence Infraprojects Limited Page 4 of 19 Act, and section 73(2) of the Companies Act, 1956 read with section 27(2) of the SEBI Act should not be passed against them: i. “Directing them jointly and severally to refund money collected through the Offer of Redeemable Preference Shares alongwith 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/73/2017. 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.