sebi:WTM/PS/168/ERO/FEB/2016
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Facts / Headnote
Directions issued: refund of ₹5,00,000 with 15% p.a. interest compounded half-yearly, market access ban for 4 years post-refund, asset inventory, public notice, and referral to MCA/State Government on 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)
Parties
- Astha Techno Realty India Limited
- Bablu Sanfui
- Ronjit Barik
- Narottam Raha
- Kamal Krishna Debnath
Holding
The Company made a public issue of Redeemable Preference Shares by allotting to 61 persons (more than 49), triggering compliance obligations under Sections 56, 60, 67, and 73 of the Companies Act, 1956, which it failed to meet; the Company and its four directors are jointly and severally liable to refund the money with 15% interest and are restrained from the securities market for four years post-refund.
Full text
Page 2 of 12 ii. ATRIL and its Directors, viz. Shri Bablu Sanfui (PAN: BXUPS5883F; DIN: 03360361), Shri Ronjit Barik (PAN: ALXPB0550E; DIN: 03360421), Shri Narottam Raha (PAN: AIKPR4950J; DIN: 03360538) and Shri Kamal Krishna Debnath (PAN: AWGPD7072F; DIN: 03360565), 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. ATRIL 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 directions; iv. ATRIL shall provide a full inventory of all its assets and properties; v. ATRIL's abovementioned Directors shall provide a full inventory of all their assets and properties; vi. ATRIL and its abovementioned Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; vii. ATRIL and its abovementioned Directors shall not divert any funds raised from public at large through the Offer of Redeemable Preference Shares, which are kept in bank account(s) and/or in the custody of ATRIL.
Page 3 of 12 communicated vide SEBI letter dated July 28, 2015. The date of hearing was also communicated vide the public notice in the newspapers namely ‘Ananda Bazar Patrika’ and ‘Times of India’ both dated September 03, 2015. The Company and its directors were advised that in case they fail to appear for the personal hearing before SEBI on the aforesaid date, then the matter would be proceeded ex-parte on the basis of the material available on record. In the meantime, Mr. Narottam Raha vide his letter dated August 26, 2015, replied to the interim order.
Page 4 of 12 6. I have considered the interim order and the material available on record. The following are the observations from the interim order: “… i. ATRIL was incorporated on February 16, 2011, with the ROC, Kolkata with CIN No. as U45400WB2011PLC159262. Its Registered Office is at Akshy Nagar, South 24 Parganas, Kakdwip, Kolkata–743347, West Bengal, India. ii. The Directors in ATRIL are Shri Bablu Sanfui, Shri Ronjit Barik, Shri Narottam Raha and Shri Kamal Krishna Debnath. iii. Form 2 (Form for Return of Allotment – filed by ATRIL with the ROC in accordance with the provisions of the Companies Act, 1956) reveals that ATRIL issued "Redeemable Preference Shares" ("Offer of Redeemable Preference Shares") to investors, details of which are provided below – Type of Security Year No. of persons to whom preference shares were allotted Total Amount (₹ in Lakhs) Redeemable Preference Shares 2011–12 61 5 ** It is observed from the copy of preference share certificates submitted by the complainant that the date of issue of such share certificates in most cases is after the Financial Year 2011–12. Hence, it prima facie appears that ATRIL is continuously raising money from public by way of issue of redeemable preference shares.
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Source: SecMarx — sebi:WTM/PS/168/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.