sebi:WTM/PS/173/ERO/IMD/MAR/2016
Facts / Headnote
Directions issued: refund of Rs. 1.31 crore 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 for further action.
Provisions invoked
- s. 11A
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 73(2)
- s. 394
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 56(4)
Regulations relied on
- Companies Act, 1956
- SEBI (ICDR) Regulations, 2009
Parties
- Ravi Kiran Realty India Limited
- Mr. Gopal Roy Banik
- Mr. Biswajit Chowdhury
- Ms. Manisha Chatterjee
- Mr. Swapan Kumar Paul
- Mr. Kaushik Chatterjee
Holding
The Company made a public issue of Redeemable Preference Shares by deliberately structuring a series of allotments of 49 persons each to evade the first proviso to section 67(3) of the Companies Act, 1956, and thereby failed to comply with sections 56, 60 and 73 of that Act. The Company and its directors are jointly and severally liable to refund Rs. 1.31 crore with 15% p.a. interest.
Full text
Page 2 of 16 Companies Act, 2013. In order to protect the interest of investors and to prevent the Company from continuing with its fund mobilization activity, the interim order had issued the following directions:
Page 3 of 16 hearing. The interim order was forwarded to the noticees vide SEBI letters dated August 11, 2014 and the same were delivered on all the noticees. The noticees filed their reply vide letter dated September 02, 2014 and inter alia made the following submissions: (a) Regarding Ms. Manisha Chatterjee, it was submitted that she submitted her resignation on April 15, 2014. She did not have any administrative connection or was involved in the affairs of the Company. It was requested that her name be dropped from the proceedings. (b) Though the interim order referred to a complaint, the same was not received by the Company nor a copy forwarded by SEBI. (c) The Company did not make any public issue of RPS as alleged. All the issue of shares were within the limits specified by the Companies Act and to persons permitted by the said Act. The interim decision was based only on ‘circumstantial evidence’ and not ‘conclusive evidence’. While issuing the shares, the Company complied with relevant laws prevailing at that point in time. Neither the Sahara case nor the provisions of the Companies Act and SEBI Act have any application in the facts and circumstances of the case. (d) The noticees submitted that they would comply with the directions issued vide the interim
Page 4 of 16 f. Computation of taxable income of Swapan Kumar Paul for AY 2013-14 along with Balance Sheet, Profit & Loss Account, TDS certificate g. Income tax Return for AY 2013-14 of Biswajit Chowdhury and Balance Sheet h. Income Tax return for AY 2013-14 of Kaushik Chatterjee and computation of Income Tax i. Income Tax return for AY 2013-14 of Gopal Roy Banik and his Balance Sheet.
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Source: SecMarx — sebi:WTM/PS/173/ERO/IMD/MAR/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.