sebi:WTM/PS/109/ERO/BLO/DEC/2015
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Facts / Headnote
Directions issued requiring refund of Rs. 1,86,00,000 with 15% per annum interest compounded half-yearly, market access ban for 4 years post-refund, asset inventory disclosure, and public notice requirements.
Provisions invoked
- s. 11
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- 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
- Vista Management Services Limited
- Mr. Dev Kumar Panda
- Mr. Biranchi Narayan Mishra
- Mr. Manoj Kumar
- Mr. Fayaz Khan
- Mr. Bijaya Kumar Swain
Holding
Vista Management Services Limited's offer and allotment of Redeemable Preference Shares to 175 persons constituted a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and the company and its directors violated Sections 56, 60 and 73 of that Act by failing to issue/register a prospectus, list the securities, and maintain a separate bank account. The company and all five directors were directed to refund Rs. 1,86,00,000 with 15% interest and were barred from the securities market.
Full text
Page 2 of 16 Khan and Mr. Bijaya Kumar Swain. 2.2 Prima facie findings/allegations: In the said interim order, the following prima facie
Page 3 of 16 Total 18,60,000 10 175 1,86,00,000 2.3 The Offer of RPS was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, However, the resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1), (2) and (3) of the Companies Act, were not complied with by Vista. 2.4 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated December 01, 2014 with immediate effect. i. Vista shall not mobilize funds from investors through the Offer of RPS 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. Vista and its Directors, viz. Mr. Dev Kumar Panda (DIN: 01892418; PAN: BGSPP3681F), Mr. Biranchi Narayan Mishra (DIN: 02924981; PAN: BAXPM0769E), Mr. Manoj Kumar (DIN: 02925024; PAN: AQYPK8593N), Mr. Fayaz Khan (DIN: 03065237; PAN: AOWPK9297D) and Mr. Bijaya Kumar Swain (DIN: 03065259; PAN:BASPS9337P), 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. Vista and the abovementioned Directors, are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in the securities market, eith
Page 4 of 16 vii. Vista and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of RPS, which are kept in bank account(s) and/or in the custody of Vista. viii. Vista shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information sought by SEBI vide letters dated May 07, 2013 and June 10, 2014 but not yet furnished. 3.1 Vide the said interim order, Vista and its abovementioned Directors were given an opportunity to file their reply, within 21 days from the date of receipt of the said interim
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Source: SecMarx — sebi:WTM/PS/109/ERO/BLO/DEC/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.