sebi:WTM/PS/29/ERO/AUGUST/2015
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Facts / Headnote
Directions issued requiring refund of money collected with 15% interest compounded half-yearly, public notice, asset inventory, market access ban for four years post-refund, and association ban with listed/public companies and SEBI intermediaries.
Provisions invoked
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 56(3)
- s. 67(2)
- s. 56(4)
- s. 73(3)
Regulations
- Reg. 107
Parties
- Kolkata Aryan Food Industries Limited (KAFIL)
- Shri Robin Ojha
- Smt. Annapurna Bhattacharya
- Shri Tapas Chatterjee
- Shri Ganesh Chandra Kumbhakar
Holding
KAFIL's offer of Redeemable Preference Shares to 115 persons constituted a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and KAFIL and its four directors contravened Sections 56, 60 and 73 of that Act by failing to issue/file a prospectus, seek listing, maintain a separate bank account, and refund monies.
Full text
Page 2 of 12 (hereinafter collectively referred to as noticees) 2.1 Prima facie findings/allegations: In the said interim order, the following prima facie findings/allegation were recorded. KAFIL has made an Offer of RPS and made allotment to 115 persons on November 22, 2011 and collected Rs. 49.64 lakhs in the year 2011-2012. 2.2 The Offer of RPS and pursuant allotment was a deemed public issue of securities under the first proviso to Section 67(3) of the Companies Act, 1956, Accordingly, the resultant requirement under Section 60, Section 56(1) and 56(3), Sections 73(1) (2) (3) of the Companies Act were not complied with by KAFIL. 2.3 In view of the prima facie findings on the violations, the following directions were issued in the said interim order dated December 1, 2014 with immediate effect. i. KAFIL shall not 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. KAFIL and its Directors, viz. Shri Robin Ojha, Smt. Annapurna Bhattacharya, Shri Tapas Chatterjee and Shri Ganesh Chandra Kumbhakar, 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. KAFIL and its abovementioned Dire
Page 3 of 12 vii. KAFIL 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 KAFIL; viii. KAFIL and its abovementioned Directors shall furnish complete and relevant information in respect of the Offer of preference shares (as sought by SEBI letters dated July 10, 2014 and July 14, 2014), within 21 days from the date of receipt of this Order. 3.1 Vide the said interim order KAFIL and its abovementioned Directors were given the opportunity to file their reply, within 21 days from the date of receipt of the said
Page 4 of 12 3. If the findings on question No.2 are found in the affirmative, who are liable for the violation committed? 6.1 Whether the company came out with the Offer of RPS?: I have perused the interim
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Source: SecMarx — sebi:WTM/PS/29/ERO/AUGUST/2015. 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.