sebi:WTM/PS/194/IMD-ERO/MAR/2016
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Facts / Headnote
Directions issued requiring joint and several refund of Rs. 9,32,12,400/- with 15% p.a. interest compounded half-yearly, market access restrictions for 4 years from completion of refunds, asset inventory disclosure, and public notice of refund modalities.
Provisions invoked
- s. 11A
- s. 19
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 56(1)
- s. 56(3)
- s. 73(3)
- s. 56(4)
Regulations
- Reg. 107
Parties
- Progress Cultivation Limited
- Bikash Howlader
- Souvik Mistry
- Ajoy Das
Holding
The Company made a public issue of Redeemable Preference Shares (RPS) to more than 49 persons without complying with sections 56, 60 and 73 of the Companies Act, 1956, and its directors Bikash Howlader, Souvik Mistry and Ajoy Das are jointly and severally liable to refund Rs. 9,32,12,400/- with 15% p.a. interest to investors.
Full text
Page 2 of 18 i. “PCL shall not mobilize funds from investors through the Issue of RPS 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. PCL and its Directors, viz. Shri Souvik Mistry (DIN: 02566012), Shri Bikash Howlader (DIN: 02566016) and Shri Ajoy Das (DIN: 05221652), 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. PCL 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. PCL shall provide a full inventory of all its assets and properties; iv. PCL's abovementioned Directors shall provide a full inventory of all their assets and properties; v. PCL 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 Issue of RPS, without prior permission from SEBI; vi. PCL and its abovementioned Directors shall not divert any funds raised from public at large through the Issue of RPS, which are kept in bank account(s) and/or in the custody of PCL; vii. PCL and its abovementioned Dire
Page 3 of 18 order passed against him had submitted that he had resigned from the Company on July 08, 2014 and had filed necessary form with the ROC on July 22, 2014. He further stated that he was no more a director in the Company and requested SEBI to lift the restrictions imposed on him. He enclosed copies of Form DIR-12 which mentioned that this noticee resigned w.e.f July 08, 2014.
Page 4 of 18 7. The noticees were afforded an opportunity of personal hearing on August 03, 2015. SEBI had intimated the schedule of the personal hearing vide letters dated July 21, 2015 to the noticees. However, these letters, except for Mr. Ajoy Das, had returned undelivered. However, the Company vide its letter dated August 31, 2015 stated that the noticees are in the process of collecting necessary documents and requested further time of 21 days to appear before SEBI and make submissions. In the interest of natural justice, this request was allowed. The noticees were afforded another opportunity of hearing on September 04, 2015 and were informed of the same vide SEBI letters dated August 24, 2015. SEBI also made a public notice in newspapers in the Times of India and Anandbazar Patrika dated September 03, 2015, regarding the proceedings initiated vide the interim order and the personal hearing fixed on September 04, 2015.
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Source: SecMarx — sebi:WTM/PS/194/IMD-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.