sebi:WTM/PS/64/IMD/ERO/OCT/2015
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Facts / Headnote
Company and its 6 past and present directors held jointly and severally liable to forthwith refund Rs.11,45,97,600 collected via Redeemable Preference Shares with 15% p.a. interest compounded half-yearly, restrained from accessing/dealing in securities market and from issuing public offer documents till expiry of 4 years from completion of refunds, with asset-sale only for refunds via escrow, public notice, inventory, CA certification, and recovery under Section 28A on default.
Provisions invoked
- s. 19
- s. 11
- s. 27
- s. 55A
- s. 73
- s. 28A
- s. 4A
- s. 67(3)
- 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)
- s. 56(4)
Regulations
- Reg. 111
- Reg. 111(2)
Parties
- Suraksha Agrotech Industries Limited (CIN- U01400WB2008PLC130787; PAN- AAMCS7720G)
- Shri Ranjit Daspattanayak
- Shri Barun Kumar Nandi
- Shri Indranil Das
- Shri Arunabha Mukhopadhyay
- Shri Akhil Chandra Saha
- Shri Subrata Das
Holding
The Company's issue of Redeemable Preference Shares to 13612 persons raising Rs.11,45,97,600 during 2009-2010 to 2011-2012 was a deemed public issue in contravention of Sections 56, 60 and 73 of the Companies Act, 1956 and the DIP Guidelines read with ICDR Regulations. The Company and its 6 past and present directors are jointly and severally liable to refund the amount with 15% p.a. interest and are restrained from the securities market till 4 years after completion of refunds.
Full text
Page 2 of 20 17. “In view of the foregoing, I, in exercise of powers conferred upon me under Sections 11(1), 11 (4), 11A and 11B of the SEBI Act and Clause 17 of the DIP Guidelines read with Regulation 111 of the ICDR Regulations,2009, hereby issue the following directions:
Page 3 of 20 2. The interim order was issued without prejudice to the right of SEBI to take any other action that may be initiated against the Company and its directors in accordance with law. The interim order observed that the prima facie observations made therein were on the basis of material available on record i.e. the complaint received by SEBI, the correspondence between SEBI and the Company and the information obtained from the 'MCA 21 Portal', and advised the Company and its directors that they may file their response within a period of 21 days and to inform whether they desire an opportunity of personal hearing in the matter.
Page 4 of 20 noticee to join the Board as Independent Director of the Company and look after the dairy and agricultural projects undertaken by the Company. (d) The noticee had no role in the day to day functioning including financial matters and the same were looked after by Mr. Indranil Das (Whole Time Director) and Mr. Arunabha Mukhopadhyay. (e) When the noticee observed that there was no financial discipline in the organization, he submitted his resignation on May 06, 2013 (copy was enclosed). (f) To his utter surprise, he observed that the Company had re-inducted him to the Board of Directors on August 05, 2013 without obtaining his consent and forging his signature. The noticee had formally lodged a complaint with the Company and the RoC. (g) The noticee was totally unaware of any mischievous fund raising activity by the Company. He was told to sign by Arunabha Mukhopadhyay in certain papers prepared and checked by other directors and that in full faith had signed such papers. (h) He was solely looking after the dairy and agro projects of the Company and was inducted on the Board only because of his ‘agri’ background. He is an ex-public servant and a citizen of good social standing. The noticee requested for a personal hearing.
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Source: SecMarx — sebi:WTM/PS/64/IMD/ERO/OCT/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.