sebi:WTM/PS/163/ERO/RLO/FEB/2016
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Facts / Headnote
Directions issued: refund of money collected through RPS with 15% p.a. interest compounded half-yearly, prohibition on accessing securities market, asset inventory, public notice, and referral to MCA/State Government in case of non-compliance.
Provisions invoked
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 56
- s. 73(2)
- s. 67(1)
- s. 67(2)
- s. 67
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 73(3)
Regulations
- Reg. 7
- Reg. 6
- Reg. 16
- Reg. 9
- Reg. 12
- Reg. 8
- Reg. 15
- Reg. 14
- Reg. 22
- Reg. 4(4)
- Reg. 4(2)(a)
- Reg. 4(2)(b)
- Reg. 4(2)(d)
- Reg. 4(2)(c)
- Reg. 5(2)(b)
Parties
- Everlight Realcon Infrastructure Limited (ERIL)
- Mr. Biplab Kumar Dey
- Ms. Juthika Ghosh
- Mr. Seikh Kutubuddin
- Mr. Chandan Sinha Roy
Holding
The Company (ERIL) made a public issue of Redeemable Preference Shares by allotting to more than 49 persons, thereby triggering compliance obligations under the Companies Act, 1956 and SEBI Regulations, which it failed to comply with; the Company and its directors are jointly and severally liable to refund the money collected with 15% interest per annum compounded half-yearly.
Full text
Page 2 of 13 Companies Act, 1956 read with SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013. In order to protect the interest of investors and to ensure that only legitimate fund raising activities are carried on by the Company and its directors, SEBI had issued the following directions: “… …
Page 3 of 13 2. The interim order observed that the prima facie observations made therein were on the basis of the correspondences exchanged between SEBI and the Company along with the documents contained therein and the information/ documents obtained from the ‘MCA-21’ portal. The interim order was also treated as a show cause notice which advised the Company and its directors to file their replies within 21 days from the date of receipt of its receipt and also seek an opportunity of personal hearing.
Page 4 of 13 ii The present directors in ERIL are Mr. Biplab Kumar Dey, Ms. Juthika Ghosh, Mr. Seikh Kutubuddin. Mr. Chandan Sinha Roy was earlier director in ERIL. iii It is observed from copies of Letters of Allotment of RPS issued by ERIL provided by the complainants that the company issued Redeemable Preference Shares (‘RPS’) of face value Rs.10/- each during the Financial Years 2011-12, 2012-13 and 2013-14. The details of the same are provided below: Financial Year No. of Investors No. of RPS Allotted Face Value per RPS (in Rs.) Amount Mobilised (in Rs.) 2011-12 29 88,905 10 8,89,050 2012-13 84 4,92,512 10 49,25,120 2013-14 18 1,35,000 10 13,50,000 Total 131 7,16,417 10 71,64,170
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Source: SecMarx — sebi:WTM/PS/163/ERO/RLO/FEB/2016. 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.