sebi:WTM/MPB/EFD-1-DRA-IV/81/2017
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Facts / Headnote
Directions issued: refund of Rs.82,30,000 with 15% interest, market access ban, and debarment from associating with listed/public companies for 4 years
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
- Reg. 111
- Reg. 111(1)
- Reg. 111(2)
Parties
- Suraksha Family Services Limited
- Shri Indranil Das
- Shri Arunabha Mukhopadhyay
- Shri Subrata Das
- Shri Ranjit Daspattanayak
Holding
SFSL's offer of redeemable preference shares to 1804 investors raising Rs.82,30,000 was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and SFSL and its directors (Indranil Das, Arunabha Mukhopadhyay, Subrata Das) are jointly and severally liable to refund the amount with 15% interest per annum. Shri Ranjit Daspattanayak, who became director only on February 01, 2010 (after the RPS issuance), is not liable for refund but is responsible for ensuring the company makes refunds and is debarred from securities market access for 4 years.
Full text
Order in the matter of Suraksha Family Services Limited Page 2 of 24 3. On enquiry by SEBI, it was observed that SFSL had made an offer of RPS in the financial years 2007-2008 and 2008-2009 (hereinafter referred to as “Offer of RPS”) and raised an amount of Rs.82,30,000 from 1804 allottees.
Order in the matter of Suraksha Family Services Limited Page 3 of 24 i. “SFSL shall not mobilize any fresh 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. SFSL and its Directors, viz. Shri Indranil Das (DIN: 00566904), Shri Arunabha Mukhopadhyay (DIN: 00566929), Shri Subrata Das (DIN: 02262940) and Shri Ranjit Daspattanayak (DIN: 02821903), 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. SFSL 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 Suraksha Family Services Limited Page 4 of 24 8. The interim order also directed the SFSL and its Directors to show cause as to why suitable directions/prohibitions under sections 11(1), 11(4), 11A and 11B of the SEBI Act read with the DIP Guidelines and ICDR Regulations 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/81/2017. 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.