sebi:WTM/PS/123/ERO/DEC/2015
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Facts / Headnote
Directions issued: refund of money collected with 15% p.a. interest compounded half-yearly, public notice, report of repayment, market access ban for 4 years from completion of refunds, and restraint from associating with listed/public companies and SEBI-registered intermediaries.
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
- Sunplant Constructions Limited
- Shri Awdhesh Kumar Singh
- Shri Satish Kumar Singh
- Shri Rituraj Pradhan
Holding
Sunplant Constructions Limited's offer of redeemable preference shares to 2028 subscribers was a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and the company and its directors contravened Sections 56, 60 and 73 of that Act. The company and its three directors were directed to refund all monies collected with 15% per annum interest compounded half-yearly, and were barred from the securities market for four years from completion of refunds.
Full text
Page 2 of 18 Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan. 3.1 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. SCL made an offer of RPS with the following terms and conditions: a. "The shares will be issued at Rs. 10 per share. b. The minimum no. of shares to be purchased shall be 1000 shares and thereafter in multiples of 100 shares for a period of 4 years or 7 years. c. Such shares shall carry a dividend @ 11% per annum only in case of 4 years option. When option is for 7 years, dividend payable shall be @12% per annum alongwith @6% Bonus at the time of Redemption. The dividend is payable annually in both the options. d. Purchase in the name of Minor(s) shall be accepted, only if the application form is signed by the legal/natural guardian on their behalf. e. Such shares are transferable as per the discretion of the shareholders holding such shares in the books of the company. f. Individuals, HUF, Corporate Bodies, Trusts, Minors (through Guardians), Institutions, Co-operative Bodies, etc. can apply. g. Allotment of shares shall be made within 25 days of same month, if Applications are received by 20th and if received by 30th or 31st, allotment will be within 10th of the following month. h. Redemption is possible only after the expiry of the period in both options. No bonus is payable at the time of redemption in case of 4 year option. i. All the issues are for RPS on pri
Page 3 of 18 Year Date of Allotment Type of Security No. of securities No. of persons to whom RPS were allotted during F.Y. 2010-11 and 2011-12 (As obtained from MCA21 Portal) Total Amount received from subscribers/invest ors during F.Y. 2010-11 and 2011-12 (As obtained from MCA21 Portal)
Page 4 of 18 with by SCL in respect of offers of RPS. 3.5 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated July 24, 2014 with immediate effect. i. SCL shall not mobilize funds from investors through the issue of RPS or through the issue of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly, till further orders; ii. SCL and its Directors, viz. Shri Awdhesh Kumar Singh, Shri Satish Kumar Singh and Shri Rituraj Pradhan, 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. SCL 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
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Source: SecMarx — sebi:WTM/PS/123/ERO/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.