sebi:WTM/PS/165/ERO/FEB/2016
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Facts / Headnote
Directions issued: APNEL and its directors jointly and severally directed to refund Rs. 10,38,54,000 collected through RPS issuance with 15% per annum interest compounded half-yearly; repayments via Bank Demand Draft/Pay Order; asset sale permitted only for repayment into an escrow account; order forwarded to stock exchanges, depositories, and Ministry of Corporate Affairs/ROC.
Provisions invoked
- s. 11
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 2(51)
- s. 149
- s. 29
- s. 73(1)
- s. 2(36)
- s. 60
- s. 2(60)
- s. 67(1)
- s. 27(2)
- s. 56(1)
Regulations
- Reg. 107
Parties
- Amrit Projects (N.E.) Limited (APNEL)
- Shri Kailash Chand Dujari
- Shri Sasanka Roy Sarkar
- Shri Barun Kumar De
- Shri Ranjan Kumar Chowdhury
- Shri Kali Kishore Bagchi
- Shri Nishant Prakash
- Shri Debdas Chatterjee
- Shri Syed Kazim Raza
- Shri Jamil Ahmed Farooqui
- Shri Mahammad Azam Khan
Holding
APNEL's issuance of Redeemable Preference Shares to 5,033 investors constituted a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, violating Sections 56, 60, and 73 of that Act. APNEL and all ten named directors are jointly and severally liable to refund Rs. 10,38,54,000 with 15% per annum interest compounded half-yearly under Section 73(2) of the Companies Act, 1956 read with Section 27 of the SEBI Act.
Full text
Page 2 of 25 subsequent enquiry by SEBI, it was observed that APNEL issued Redeemable Preference Shares (hereafter referred to as “RPS”) to a large number of investors during the Financial Years 2009– 10, 2010–11, 2011–12 and 2012–13 and collected an amount of Rs.10,38,54,000 from 5,033 investors in total. 2.1 As the above said offer of RPS were found prima facie in violation of respective provisions of the SEBI Act, 1992 ("SEBI Act"), the Companies Act, 1956, SEBI passed an interim order dated August 22, 2014 and issued directions mentioned therein against APNEL and its Directors, Shri Kailash Chand Dujari, Shri Sasanka Roy Sarkar, Shri Barun Kumar De, Shri Ranjan Kumar Chowdhury, Shri Kali Kishore Bagchi, Shri Nishant Prakash, Shri Debdas Chatterjee, Shri Syed Kazim Raza, Shri Jamil Ahmed Farooqui and Shri Mahammad Azam Khan. 3.1 Prima facie findings/allegations: In the said interim order, the following prima facie
Page 3 of 25 rates of redemption as shown below:- Table 2A PLAN H2 A2 B2 D2 E2 G2 Issue Price per share (₹) 100 100 100 100 100 100 Redemption Period 1 Year 3 Years 5 Years 6 Months 7 Years 10 Years 15 Years Redemption Value 109 140 200 300 500 1000
Page 4 of 25 Jamil Ahmed Farooqui (DIN: 05172708) and Shri Mahammad Azam Khan (DIN: 01449067), 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. APNEL and the abovementioned past and present 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/165/ERO/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.