sebi:WTM/PS/169/IMD/ERO/FEB/2016
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Facts / Headnote
Company and directors held liable for violations of sections 56, 60, 73 of Companies Act, 1956 and DIP Guidelines; directed to refund monies collected through RPS with 15% p.a. interest compounded half-yearly, barred from capital market access for 4 years from completion of refunds, and restrained from securities market dealings.
Provisions invoked
- s. 11A
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 73(2)
- s. 29
- s. 291
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 168
- s. 56(4)
- s. 88
Regulations
- Reg. 107
- Reg. 111
- Reg. 111(2)
Parties
- Amrit Projects Limited
- Kailash Chand Dujari
- Sasanka Roy Sarkar
- Barun Kumar De
- Ranjan Kumar Chowdhury
- Kali Kishore Bagchi
Holding
Amrit Projects Limited made a public issue of Redeemable Preference Shares by allotting to more than 49 persons, and thereby violated sections 56, 60 and 73 of the Companies Act, 1956 and the DIP Guidelines. Directors Mr. Kailash Chand Dujari and Mr. Kali Kishore Bagchi were found liable, and all named directors (including former director Mr. Ranjan Kumar Chowdhury) were directed to jointly and severally refund monies with 15% interest.
Full text
Page 2 of 27 Redeemable Preference Shares (hereinafter referred to as "RPSs") and allegedly failed to comply with the provisions of sections 56, 60 read with section 2(36), 73 of the Companies Act, 1956 read with the Companies Act, 2013 and the provisions of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 (“DIP Guidelines”) read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”).
Page 3 of 27 vi. APL 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 RPS, without prior permission from SEBI; vii. APL 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 APL. viii. APL and its abovementioned Directors shall, within 21 days from the date of receipt of this Order, provide SEBI with all relevant and necessary information, as sought vide SEBI letter dated February 2, 2014.
Page 4 of 27 i. He never saw the MoA and AoA of the Company. ii. He never received any invitation to attend meeting of the Board of directors, AGM, EGM of the Company. iii. He does not hold any equity share of the Company. iv. Therefore, he had no role to play in the policy making and operations of the Company. v. His services were hired by Amrit Bio-Energy & Industries Limited some time in 2012 for running the already constructed non-operational 10MW rice husk based power plant at Bankura District in West Bengal. The power plant could be re-commissioned and operated before it was closed in August 2013 for non-availability of matching inputs. He used to get Rs.15,000/- per month for such work from the company. He was not given any letter for hiring him. However, he was given a visiting card indicating his designation as ‘director’. He was also told that as he would be visiting important persons, it was better to use such visiting card. vi. He left the organization immediately after the plant was shut down. vii. He is a retired professor aged 76 years. He had sustained a head injury during May 2014 and it took time for him to read and partially understand the order (including the order passed in the matter of Amrit Projects (NE) Limited). He filed a reply dated October 24, 2014 and attached a copy of the same. viii. This noticee requested that his name be dropped from the proceedings and his demat account may be released.
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Source: SecMarx — sebi:WTM/PS/169/IMD/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.