sebi:WTM/PS/10/NRO/MAY/2015
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Facts / Headnote
Directions issued restraining VFL and its directors/promoters from mobilizing funds, disposing of properties, diverting funds, and accessing the securities market; show cause notice issued as to why further directions including refund with 15% interest should not be imposed.
Provisions invoked
- s. 24
- s. 19
- s. 81
- s. 55A
- s. 73
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 45I
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 67(2)
- s. 621
Regulations
- Reg. 7
- Reg. 36
- Reg. 25
- Reg. 47
- Reg. 46
- Reg. 107
- Reg. 57
- Reg. 6
- Reg. 59
- Reg. 4(2)(d)
- Reg. 5
Parties
- Virender Finance Ltd.
- Ranjit Kumar Basu Mullick
- Ashish Chatterjee
- Indu Bhanot
- Akhil Bhanot
- Ramendu Chattopadhyay
- Satya Ranjan Debnath
- Tariq Nafees
- Surinder Kumar Malhotra
- Biswajit Chakarborty
- Purnendu Santra
- Sudhakar Panda
- Verinder Bhanot
- Barun Kanti Majumder
Holding
VFL's offer of CCPS to 1988 subscribers and collection of Rs. 7,05,000 constituted a public offer in contravention of sections 56, 60 and 73 of the Companies Act, 1956 and the ICDR Regulations, and VFL and its directors are 'officers in default' responsible for the contraventions.
Full text
Page 2 of 14 A. Audited Balance Sheet and Profit & Loss Account of the company for the financial year April 1,2013 to March, 31 2014. B. Name, addresses and PAN numbers and occupation of all the promoters/directors of the company.
Page 3 of 14 l. Copies of application forms, RHP, pamphlets, advertisements and other promotional material circulated for issuance of preference shares. m. Terms and conditions of the issue of preference shares. H. Any other information in connection with the matter.
Page 4 of 14 12,05,00,000 which included 10,00,000 CCPS at the face value of Rs. 100. Thereafter, VFL decided to issue 10,00,000 CCPS at 14% treating the same as Tier II Capital of VFL. vii. However, the said increase in the authorised capital and the issuance of 10,00,000 CCPS is not disclosed in the Balance sheet of the VFL as on March 31, 2013. viii. VFL had raised a total amount of Rs.7,05,000 from 1988 subscribers by the issuance of CCPS. ix. This offer of CCPS and collection of money were done without filing Prospectus and other disclosure requirements. x. Ranjit Kumar Basu Mullick, Ashish Chatterjee, Purnendu Santra, Satya Ranjan Debnath, Sudhakar Panda, Biswajit Chakarborty and Ramendu Chattopadhyay, Tariq Nafees are the present directors of the company. xi. Indu Bhanot, Akhil Bhanot, Surinder Kumar Malhotra, Verinder Bhanot, Barun Kanti Majumder were the directors who had resigned.
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Source: SecMarx — sebi:WTM/PS/10/NRO/MAY/2015. 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.