sebi:WTM/PS/44/ERO/AUGUST/2015
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Facts / Headnote
Directions issued: refund of money collected with 15% interest compounded half-yearly, public notice, report of completion, market access ban for 4 years post-refund, and association ban with listed/public companies and SEBI intermediaries.
Provisions invoked
- s. 11
- s. 19
- s. 55A
- s. 73
- s. 28A
- s. 67(3)
- s. 67
- s. 73(2)
- s. 73(1)
- s. 2(36)
- s. 60
- s. 67(1)
- s. 56(1)
- s. 95
- s. 56(3)
- s. 67(2)
- s. 56(4)
- s. 73(3)
Regulations
- Reg. 107
Parties
- Waris Agrotech (India) Limited
- Shri Pradip Acharya
- Shri Dibakar Mandal
- Shri Debasish Chatterjee
- Smt. Polly Chatterjee
Holding
WAL's offer of Redeemable Preference Shares to 39 persons on 31.03.2008 and 436 persons on 31.03.2009 constituted a deemed public issue under the first proviso to Section 67(3) of the Companies Act, 1956, and WAL and its directors violated Sections 56, 60, and 73 of the Companies Act, 1956 and the DIP Guidelines. WAL and its directors were directed to refund the money collected with 15% interest and were restrained from accessing the securities market.
Full text
Page 2 of 14 following Table. Type of Security Year Date of Allotment No. of Redeemable Preference Shares allotted No. of persons to whom Redeemable Preference Shares were allotted Redeemable Preference Shares 2007–08 31.03.2008 1,800 39 2008–09 31.03.2009 1,800 436 Total 3,600 475
Page 3 of 14 otherwise dealing in the securities market, either directly or indirectly, till further directions; iv. WAL shall provide a full inventory of all its assets and properties; v. The abovementioned past and present Directors of WAL shall provide a full inventory of all their assets and properties; vi. WAL and its abovementioned present Directors shall not dispose of any of the properties or alienate or encumber any of the assets owned/acquired by that company through the Offer of Redeemable Preference Shares, without prior permission from SEBI; vii. WAL and its abovementioned present 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 WAL; viii. WAL and its abovementioned present Directors shall furnish complete and relevant information in respect of the Offer of Redeemable preference shares (as sought by SEBI letters/e -mail dated March 28, 2014 and May 14, 2014), within 21 days from the date of receipt of this Order. 3.1 Vide the said interim order WAL and its abovementioned Directors were given an opportunity to file their replies, within 21 days from the date of receipt of the said
Page 4 of 14 5.1 Hearing and submissions: Neither WAL nor the directors of WAL did avail the opportunity of hearing held on April 22, 2015. They did not file any submissions controverting the allegations leveled against them.
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Source: SecMarx — sebi:WTM/PS/44/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.