sebi:WTM/PS/179/ERO/MAR/2016
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Facts / Headnote
Directions issued requiring RFIL and its directors to jointly and severally refund money collected through Redeemable Preference Shares with 15% per annum interest compounded half-yearly; market access restrictions imposed for four years post-refund; directions against Mr. Sujit Kumar Roy revoked and proceedings against him disposed of.
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
- Rista Fisheries and Infrastructure Limited (RFIL)
- Shri Srimanta Chakraborty
- Shri Sudip Chanda
- Shri Anupam Sarkar
- Shri Saikat Mukherjee
- Shri Prosenjit Swarnakar
- Shri Swapan Bose
- Smt. Manjushree Chakraborty
- Mr. Sambhu Chakraborty
Holding
RFIL made a public issue of Redeemable Preference Shares by allotting to more than 49 persons, thereby triggering compliance obligations under the Companies Act, 1956 including listing requirements under Section 73(1); having failed to comply, the Company and its directors are jointly and severally liable to refund investors with interest under Section 73(2) read with Section 27 of the SEBI Act.
Full text
Page 2 of 19 i. RFIL (PAN: AAECR6032J) shall forthwith cease to mobilize funds from investors through the Offer of Redeemable Preference Shares or through the issuance of equity shares or any other securities, to the public and/or invite subscription, in any manner whatsoever, either directly or indirectly till further directions; ii. RFIL and its present Directors, viz. Shri Srimanta Chakraborty (PAN: ADEPC9258M; DIN: 02827201), Shri Sudip Chanda (PAN: AEFPC0491J; DIN: 03314005), Shri Anupam Sarkar (PAN: AUQPS9430G; DIN: 03314560), Shri Saikat Mukherjee (PAN: AEUPM3571L; DIN: 03322923), Shri Prosenjit Swarnakar (PAN: APYPS3960G; DIN: 06551938), Shri Swapan Bose (PAN: AEGPB5394G; DIN: 05321779), 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. The past Directors of RFIL, viz. Smt. Manjushree Chakraborty (PAN: AFAPC2766E; DIN; 02843020), Shri Sujit Kumar Roy (PAN: AGKPR4392Q; DIN: 02741969) and Shri Sambhu Chakraborty (PAN: AEGPC6855H; DIN: 02833768), 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; iv. RFIL and its abovementioned past and present Directors, are restrained from accessing the securities market and further
Page 3 of 19 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 alongwith 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 its receipt and also seek an opportunity of personal hearing.
Page 4 of 19 5. On the date fixed for personal hearing i.e. September 03, 2015, the directors namely Mr. Prosenjit Swarnakar and Mr. Anupam Sarkar appeared along with their advocate Mr. S.S. Bhattacharjee. Other directors namely Mr. Srimanta Chakraborty, Mr. Sudip Chanda and Mr. Swapan Bose also appeared and mainly submitted that the Company is in the business of fish trade having around 300 employees and large sum of money has already been repaid and the remaining amount will be repaid shortly. Other directors of the Company remained absent. Considering the reasonable opportunities already afforded for making submissions in the matter, I am inclined to proceed further with the matter.
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Source: SecMarx — sebi:WTM/PS/179/ERO/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.