sebi:WTM/PS/37/ERO/AUG/2015
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Facts / Headnote
Torsa Agro Projects Limited and its seven directors held to have made deemed public issues of Cumulative Preference Shares in violation of Companies Act and DIP Guidelines and directed jointly and severally to forthwith refund monies with 15% p.a. interest compounded half-yearly, to issue public notice, file CA-certified completion report within three months, provide asset inventory, and restrained from securities market and associating with listed/public fundraising companies/intermediaries for 4 years from completion of refunds, failing which recovery under Section 28A and other actions.
Provisions invoked
- s. 11
- 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. 73(3)
- s. 67(2)
- s. 56(4)
Regulations
- Reg. 107
Parties
- Torsa Agro Projects Limited (PAN: AACCT9099F)
- Shri Arup Kumar Dey
- Shri Arun Maji
- Shri Ashish Kumar Dey
- Shri Ranjit Chandra Pathak
- Shri Pran Gobind Debnath
- Smt. Nielhousanuo Angami
- Shri Dipankar Medda
Holding
TAPL's allotments of Cumulative Preference Shares to 109 persons on 27.06.2008, 95 persons on 23.10.2008 and 385 persons on 05.04.2011 were deemed public issues that contravened Sections 56, 60 and 73 of the Companies Act, 1956 and DIP Guidelines/ICDR Regulations, and TAPL with all seven directors are jointly and severally liable to refund with interest and are restrained from the securities market.
Full text
2 of 17 Pran Gobind Debnath, Nielhousanuo Angami and Shri Dipankar Medda. 2.2 Prima facie findings/allegations: In the said interim order the following prima facie findings/allegation were recorded. TAPL has made an Offer of CPS as shown in the following Table No.1. TAPL also collected Rs.1.24 crores towards share application money. Table No.1 Year Type of Security Date of Allotment No. of securities No. of persons to whom preference shares were allotted Total Amount ( in Crores) Approximate 2008 – 09 Cumulative Preference Shares of at face value of Rs. 10 27.06.2008 47,235 109 0.04 23.10.2008 46,950 95 0.04 2011 – 12 Cumulative Preference Shares of at face value of Rs. 10 05.04.2011 2,01,990 385 0.21 TOTAL 2,96,175 589 0.29
3 of 17 ii. TAPL and its Directors, viz. Shri Arup Kumar Dey, Shri Arun Maji, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak, Shri Pran Gobind Debnath, Nielhousanuo Angami and Shri Dipankar Medda 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. TAPL 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
4 of 17 Arup Kumar Dey, Shri Ashish Kumar Dey, Shri Ranjit Chandra Pathak and Shri Dipankar Medda were returned undelivered. As per material available on record, the status of delivery of copy of the order sent to Shri Arun Maji could not be ascertained. 4.2 Subsequently, vide notification dated April 14, 2015, published in newspaper Ananda Bazar Ptrika, and notification dated April 15, 2015 published in newspaper Times of India, TAPL and the directors were notified by SEBI that they will be given the final opportunity of being heard on April 22, 2015 at the time and the venue mentioned therein. 4.3 Hearing and submissions: Neither TAPL nor the directors of TAPL availed the opportunity of hearing held on April 22, 2015. 4.4 Smt Angami Nielhousanuo, one of the directors, vide letters dated September 30, 2014 and April 23, 2015 submitted and stated that she was a director only for a brief period of time between August 7, 2011 and December 24, 2012 and further submitted that neither did she attend any board meeting nor did she sign any documents of the company. 4.5 Shri Prangobinda Debnath, another director filed his reply dated September 29, 2014 received on October 09, 2014 that he was a commission agent and he came to know that his name is appearing as director of TAPL appointed on December 20, 2012 in the ROC portal. He further submitted that he has resigned from the company as director, by submitting to the founder director, Mr. Arun Maji, a resignation letter dated April 2
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Source: SecMarx — sebi:WTM/PS/37/ERO/AUG/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.